Agreement of Limited Partnership



  
 Exhibit 10.5

 AGREEMENT OF LIMITED PARTNERSHIP 
 OF 
 CARTER/VALIDUS OPERATING PARTNERSHIP, LP 







  
 TABLE OF CONTENTS

  

									
	 	 	 	 	 	  	      Page	 
		
	 ARTICLE 1 DEFINED TERMS
	  	 	1	  
		
	 ARTICLE 2 ORGANIZATIONAL MATTERS
	  	 	14	  
		 	2.1    	 	Formation	  	 	14	  
		 	2.2    	 	Name	  	 	14	  
		 	2.3    	 	Registered Office and Agent; Principal Office	  	 	14	  
		 	2.4    	 	Power of Attorney	  	 	14	  
		 	2.5    	 	Term	  	 	16	  
		
	 Article 3 PURPOSE
	  	 	16	  
		 	3.1    	 	Purpose and Business	  	 	16	  
		 	3.2    	 	Powers	  	 	17	  
		
	 ARTICLE 4 CAPITAL CONTRIBUTIONS
	  	 	17	  
		 	4.1    	 	Capital Contributions of the Partners	  	 	17	  
		 	4.2    	 	Additional Funds; Restrictions on the General Partner	  	 	18	  
		 	4.3    	 	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners	  	 	20	  
		 	4.4    	 	Contribution of Proceeds of Issuance of REIT Stock	  	 	20	  
		 	4.5    	 	Repurchase of REIT Stock; Shares-In-Trust	  	 	21	  
		 	4.6    	 	No Third-Party Beneficiary	  	 	21	  
		 	4.7    	 	No Interest; No Return	  	 	22	  
		 	4.8    	 	No Preemptive Rights.	  	 	22	  
		
	 ARTICLE 5 DISTRIBUTIONS
	  	 	22	  
		 	5.1    	 	Distributions	  	 	22	  
		 	5.2    	 	Qualification as a REIT	  	 	23	  
		 	5.3    	 	Withholding	  	 	23	  
		 	5.4    	 	Additional Partnership Interests	  	 	23	  
		
	 ARTICLE 6 ALLOCATIONS
	  	 	23	  
		 	6.1    	 	Allocations	  	 	23	  
		 	6.2    	 	Revisions to Allocations to Reflect Issuance of Partnership Interests	  	 	24	  
		
	 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS
	  	 	24	  
		 	7.1    	 	Management	  	 	24	  
		 	7.2    	 	Certificate of Limited Partnership	  	 	28	  
		 	7.3    	 	Reimbursement of the General Partner	  	 	29	  
		 	7.4    	 	Outside Activities of the General Partner	  	 	30	  
		 	7.5    	 	Contracts with Affiliates	  	 	30	  
		 	7.6    	 	Indemnification	  	 	31	  
		 	7.7    	 	Liability of the General Partner	  	 	33	  
		 	7.8    	 	Other Matters Concerning the General Partner	  	 	34	  
		 	7.9    	 	Title to Partnership Assets	  	 	35	  


  
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		 	7.10  	 	Reliance by Third Parties	  	 	35	  
		 	7.11  	 	Loans By Third Parties	  	 	36	  
		
	 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
	  	 	36	  
		 	8.1    	 	Limitation of Liability	  	 	36	  
		 	8.2    	 	Management of Business	  	 	36	  
		 	8.3    	 	Outside Activities of Limited Partners	  	 	37	  
		 	8.4    	 	Return of Capital	  	 	37	  
		 	8.5    	 	Rights of Limited Partners Relating to the Partnership	  	 	37	  
		 	8.6    	 	Exchange Rights Agreements	  	 	38	  
		
	 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS
	  	 	38	  
		 	9.1    	 	Records and Accounting	  	 	38	  
		 	9.2    	 	Fiscal Year	  	 	39	  
		 	9.3    	 	Reports	  	 	39	  
		
	 ARTICLE 10 TAX MATTERS
	  	 	40	  
		 	10.1  	 	Preparation of Tax Returns	  	 	40	  
		 	10.2  	 	Tax Elections	  	 	40	  
		 	10.3  	 	Tax Matters Partner	  	 	40	  
		 	10.4  	 	Organizational Expenses	  	 	42	  
		 	10.5  	 	Withholding	  	 	42	  
		
	 ARTICLE 11 TRANSFERS AND WITHDRAWALS
	  	 	43	  
		 	11.1  	 	Transfer	  	 	43	  
		 	11.2  	 	Transfer of the General Partner’s General Partner Interest	  	 	43	  
		 	11.3  	 	Limited Partners’ Rights to Transfer	  	 	45	  
		 	11.4  	 	Substituted Limited Partners	  	 	47	  
		 	11.5  	 	Assignees	  	 	47	  
		 	11.6  	 	General Provisions	  	 	48	  
		
	 ARTICLE 12 ADMISSION OF PARTNERS
	  	 	50	  
		 	12.1  	 	Admission of Successor General Partner	  	 	50	  
		 	12.2  	 	Admission of Additional Limited Partners	  	 	51	  
		 	12.3  	 	Amendment of Agreement and Certificate of Limited Partnership	  	 	52	  
		
	 ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION
	  	 	52	  
		 	13.1  	 	Dissolution	  	 	52	  
		 	13.2  	 	Winding Up	  	 	53	  
		 	13.3  	 	No Obligation to Contribute Deficit	  	 	54	  
		 	13.4  	 	Rights of Limited Partners	  	 	54	  
		 	13.5  	 	Notice of Dissolution	  	 	55	  
		 	13.6  	 	Termination of Partnership and Cancellation of Certificate of Limited Partnership	  	 	55	  
		 	13.7  	 	Reasonable Time for Winding-Up	  	 	55	  
		 	13.8  	 	Waiver of Partition	  	 	55	  


  
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	 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
	  	 	55	  
		 	14.1  	 	Amendments	  	 	55	  
		 	14.2  	 	Meetings of the Partners	  	 	56	  
		
	 ARTICLE 15 GENERAL PROVISIONS
	  	 	57	  
		 	15.1  	 	Addresses and Notice	  	 	57	  
		 	15.2  	 	Titles and Captions	  	 	58	  
		 	15.3  	 	Pronouns and Plurals	  	 	58	  
		 	15.4  	 	Further Action	  	 	58	  
		 	15.5  	 	Binding Effect	  	 	58	  
		 	15.6  	 	Creditors	  	 	58	  
		 	15.7  	 	Waiver	  	 	58	  
		 	15.8  	 	Counterparts	  	 	58	  
		 	15.9  	 	Applicable Law	  	 	59	  
		 	15.10	 	Invalidity of Provisions	  	 	59	  
		 	15.11	 	Entire Agreement	  	 	59	  
		 	15.12	 	Merger	  	 	59	  
		 	15.13	 	No Rights as Stockholders	  	 	59	  

 EXHIBITS 

 

					
	Exhibit A	 	–	  	Partners’ Contributions and Partnership Interests
	Exhibit B	 	–	  	Allocations
	Exhibit C	 	–	  	Exchange Rights Agreement for Partnership Units
	Exhibit D	 	–	  	Certificate of Limited Partnership


  
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 AGREEMENT OF LIMITED
PARTNERSHIP 
 OF 
 CARTER/VALIDUS OPERATING PARTNERSHIP, LP 
  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.

  WHEREAS, the General Partner formed Carter/Validus Operating Partnership, LP (the “ Partnership ”) as a
limited partnership on December 29, 2009 pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware and filed a certificate of limited partnership with the Secretary of State of the State of Delaware; 

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties do hereby agree as follows: 
 ARTICLE 1 

DEFINED TERMS 

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in
this Agreement. 
 “ Act ” means the Delaware Revised Uniform Limited Partnership Act, as amended from
time to time, and any successor to such statute. 
 “ Additional Limited Partner ” means a Person that
has executed and delivered an additional limited partner signature page in the form attached hereto, has been admitted to the Partnership as a Limited Partner pursuant to Section 4.3 hereof and that is shown as such on the books and records of
the Partnership. 
 “ Adjusted Capital Account Deficit ” means with respect to any Partner, the negative
balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year, determined after giving effect to the following adjustments: 
     (a)        credit to such Capital Account any portion of such negative balance which such Partner (i) is treated as obligated to
restore to the Partnership pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to be obligated to restore to the Partnership pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Regulations; and 

    (b)        debit to such Capital Account the items
described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. 







  
 “ Advisory
Agreement ” means the Advisory Agreement among the Partnership and the General Partner, as advisees, and the Initial Limited Partner, as advisor. 
 “ Affiliate ” means, 

    (a)        with respect to any individual Person, any
member of the Immediate Family of such Person or a trust established for the benefit of such member, or 

    (b)        with respect to any Entity, any Person which,
directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, any such Entity. For purposes of this definition, “control,” when used with respect to a any Person, means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to
the foregoing. 
 “ Agreement ” means this Agreement of Limited Partnership, as originally executed and
as amended, modified, supplemented or restated from time to time, as the context requires. 
 “ Articles of
Incorporation ” means the General Partner’s Articles of Incorporation, filed with the Maryland State Department of Assessments and Taxation, or other organizational document governing the General Partner, as amended, modified,
supplemented or restated from time to time. 
 “ Assignee ” means a Person to whom one or more
Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5. 

“ Available Cash ” means, with respect to the applicable period of measurement (i.e., any period beginning on the
first day of the fiscal year, quarter or other period commencing immediately after the last day of the fiscal year, quarter or other applicable period for purposes of the prior calculation of Available Cash for or with respect to which a
distribution has been made, and ending on the last day of the fiscal year, quarter or other applicable period immediately preceding the date of the calculation), the excess, if any, as of such date, of 

    (a)        the gross cash receipts of the Partnership for
such period from all sources whatsoever, including, without limitation, the following: 

        (i)        all rents, revenues,
income and proceeds derived by the Partnership from its operations, including, without limitation, distributions received by the Partnership from any Entity in which the Partnership has an interest; 

        (ii)        all proceeds and
revenues received by the Partnership on account of any sales of any Partnership property or as a refinancing of or payment of principal, interest, costs, fees, penalties or otherwise on account of any borrowings or loans made by the Partnership or
financings or refinancings of any property of the Partnership; 

  
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        (iii)        the amount of any
insurance proceeds and condemnation awards received by the Partnership; 

        (iv)        all capital
contributions and loans received by the Partnership from its Partners; 

        (v)         all cash amounts
previously reserved by the Partnership, to the extent such amounts are no longer needed for the specific purposes for which such amounts were reserved; and 
         (vi)        the proceeds of liquidation of the Partnership’s property in accordance with this Agreement;

 over 
 (b)              the sum of the following: 
         (i)          all operating costs and expenses, including taxes and other expenses of the properties
directly and indirectly held by the Partnership and capital expenditures made during such period (without deduction, however, for any capital expenditures, charges for Depreciation or other expenses not paid in cash or expenditures from reserves
described in (viii) below); 

        (ii)        all costs and expenses
expended or paid during such period in connection with the sale or other disposition, or financing or refinancing, of the property directly or indirectly held by the Partnership or the recovery of insurance or condemnation proceeds; 

        (iii)        all fees provided for
under this Agreement; 

        (iv)        all debt service,
including principal and interest, paid during such period on all indebtedness (including under any line of credit) of the Partnership; 
         (v)         all capital contributions, advances, reimbursements, loans or similar payments made to any Person
in which the Partnership has an interest; 

        (vi)        all loans made by the
Partnership in accordance with the terms of this Agreement; 

        (vii)       all reimbursements to the
General Partner or its Affiliates during such period; and 

        (viii)      the amount of any new reserve or
increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion. 

  
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 Notwithstanding the foregoing,
Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership. 

“ Business Combination ” has the meaning set forth in Section 7.1(a)(iii)(C). 

“ Capital Account ” means with respect to any Partner, the Capital Account maintained for such Partner in
accordance with the following provisions: 

(a)              to each Partner’s Capital
Account there shall be credited 

        (i)        such Partner’s
Capital Contributions; 

        (ii)       such Partner’s
distributive share of Net Income and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Paragraphs 1 and 2 of Exhibit B; and 

        (iii)      the amount of any Partnership
liabilities assumed by such Partner or which are secured by any asset distributed to such Partner; 

(b)              to each Partner’s Capital
Account there shall be debited 

        (i)        the amount of cash and
the Gross Asset Value of any property distributed to such Partner pursuant to any provision of this Agreement; 

        (ii)       such Partner’s
distributive share of Net Losses and any items in the nature of expenses or losses which are specially allocated to such Partner pursuant to Paragraphs 1 and 2 of Exhibit B; and 

        (iii)      the amount of any liabilities of
such Partner assumed by the Partnership or which are secured by any asset contributed by such Partner to the Partnership; and 
 (c)              in the event all or a portion of a Partnership Interest is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership Interest. 
 The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Regulations, and
shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Partnership, the General Partner or any Limited Partner) are computed in order to comply
with such Regulations, the General Partner may make such modification; provided that it would not cause the amounts distributable to any Partner pursuant to Article 13 hereof upon the dissolution of the Partnership to vary from the amount
contemplated as set forth in Section 2(g) of Exhibit B. 

  
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 “ Capital
Contribution ” means, with respect to any Partner, any cash, cash equivalents or the Gross Asset Value of property which such Partner contributes or is deemed to contribute to the Partnership pursuant to Article 4 hereof. 

“ Capital Proceeds ” means Available Cash attributable to any Capital Transaction. 

“ Capital Transaction ” means any sale, or other disposition (other than a deemed disposition pursuant to
Section 708(b)(1)(B) and the regulations thereunder) of all or substantially all of the assets and properties of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or
substantially all of the assets and properties of the Partnership. 
 “ Cash Available for Distribution
” means the Available Cash other than Available Cash attributable to a Capital Transaction. 
  “
Certificate ” means the Partnership’s Certificate of Limited Partnership, as originally filed with the Delaware Secretary of State and as amended from time to time. 

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by
the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. 

“ Common Stock ” means a share of the common stock of the General Partner, $.01 par value. Common Stock may be
issued in one or more classes or series in accordance with the terms of the Articles of Incorporation. If there is more than one class or series of Common Stock, the term “Common Stock” shall, as the context requires, be deemed to refer to
the class or series of Common Stock that corresponds to the class or series of Partnership Interests for which the reference to Common Stock is made. 
  “ Common Stock Amount ” has the meaning set forth in the Exchange Rights Agreements. 
 “ Consent ” means the consent or approval of a proposed action by a Partner given in accordance with Section 14.2 hereof. 

“ Consent of the Limited Partners ” means the Consent of Limited Partners (excluding for this purpose any
Partnership Interests held by the General Partner, any other Person of which they own or control more than fifty percent (50%) of the voting interests and any Person directly or indirectly owning or controlling more than fifty percent
(50%) of the outstanding voting interests of the General Partner) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interest of all Limited Partners who are not excluded for the purposes
hereof. 
 “ Contributed Property ” means each property, partnership interest, contract right or other
asset, in such form as may be permitted by the Act, contributed or deemed contributed to the Partnership by any Partner, including any interest in any successor partnership occurring as a result of a termination of the Partnership pursuant to
Section 708 of Code. 

  
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 “
Cumulative Non-Compound Return ” means the percentage resulting from dividing: (i) the total amount of dividends and distributions paid by the General Partner to the Stockholders or the total amount of distributions made
by the Partnership to the Limited Partners, in each case reduced by distributions from the sale or refinancing of properties, from the Effective Date until the Distribution Date, by (ii) the product of (a) the weighted average Net
Investment for such period (calculated on a daily basis), and (b) the number of years (including the fractions thereof) elapsed from the Effective Date until the Distribution Date (based on a year of 365 days). 

“ Debt ” means, as to any Person, as of any date of determination, (a) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments
guaranteeing payment or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent
attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) obligations of such Person incurred in connection with entering into a lease which, in
accordance with generally accepted accounting principles, should be capitalized. 
 “ Depreciation ”
means, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation, depletion, amortization or other cost recovery deduction, as the case may be, allowed or allowable for federal income tax purposes in respect
of such asset for such fiscal year or other period; provided, however, that except as otherwise provided in Section 1.704-2 of the Regulations, if there is a difference between the Gross Asset Value (including the Gross Asset Value, as
increased pursuant to paragraph (d) of the definition of Gross Asset Value) and the adjusted tax basis of such asset at the beginning of such fiscal year or other period, Depreciation for such asset shall be an amount that bears the same ratio
to the beginning Gross Asset Value of such asset as the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such fiscal year or other period bears to the beginning adjusted tax basis of such asset; provided,
further, that if the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such asset for such fiscal year or other period is zero, Depreciation of such asset shall be determined with reference to the
beginning Gross Asset Value of such asset using any reasonable method selected by the General Partner. 
 “
Distribution Date ” has the meaning set forth in Section 5.1(a). 
 “ Effective Date
” means the date of first closing of the offering pursuant to the Registration Statement on Form S-11. 
 “
Entity ” means any general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust, limited liability company, limited liability partnership, cooperative or association.


  
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 “
ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws). 
 “ Exchange Factor ” has the meaning set forth in the Exchange Rights Agreements. 
 “ Exchange Right ” has the meaning set forth in the Exchange Rights Agreements. 
 “ Exchange Rights Agreements ” has the meaning set forth in Section 8.6. 
 “ First Level Return ” means a Cumulative Non-Compounded Return of 8% per year on the Net Investment of the Limited Partners and the Stockholders. 

“ General Partner ” means Carter Validus Mission Critical REIT, Inc., a Maryland corporation, and any successor
as general partner of the Partnership. 
 “ General Partner Interest ” means a Partnership Interest held
by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units. 
 “ Gross Asset Value ” means, with respect to any asset of the Partnership, such asset’s adjusted basis for federal income tax purposes, except as follows: 

(a)        the initial Gross Asset Value of any asset contributed by a Partner to
the Partnership shall be the gross fair market value of such asset, without reduction for liabilities, as determined by the contributing Partner and the Partnership on the date of contribution thereof; 

(b)        if the General Partner determines that an adjustment is necessary or
appropriate to reflect the relative economic interests of the Partners, the Gross Asset Values of all Partnership assets shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Regulations to equal their respective
gross fair market values, without reduction for liabilities, as reasonably determined by the General Partner, as of the following times: 
   (i)        a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner as consideration
for a Partnership Interest; or 
   (ii)       the distribution by
the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for the repurchase of a Partnership Interest; or 
   (iii)      the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; 

(c)        the Gross Asset Values of Partnership assets distributed to any Partner
shall be the gross fair market values of such assets (taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by the General Partner as of the date of distribution; and 

  
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(d)        the Gross Asset Values of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to
Section 1.704-1(b)(2)(iv)(m) of the Regulations (as set forth in Exhibit B); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent that the General Partner determines that an
adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d). 
 At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Partnership’s assets for purposes of computing Net Income and Net Loss. 

“ Incapacity ” or “ Incapacitated ” means, 

(a)        as to any individual who is a Partner, death, total physical disability
or entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; 

(b)        as to any corporation which is a Partner, the filing of a certificate
of dissolution, or its equivalent, for the corporation or the revocation of its charter; 

(c)        as to any partnership which is a Partner, the dissolution and
commencement of winding up of the partnership; 
 (d)        as to any
limited liability company which is a Partner, the dissolution and commencement of winding up of the limited liability company; 
 (e)        as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; 

(f)        as to any trustee of a trust which is a Partner, the termination of the
trust (but not the substitution of a new trustee); or 
 (g)        as to
any Partner, the bankruptcy of such Partner, which shall be deemed to have occurred when 

  (i)        the Partner commences a voluntary proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; 
   (ii)        the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar
law now or hereafter in effect has been entered against the Partner; 

  
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(iii)        the Partner executes and delivers a general assignment for the
benefit of the Partner’s creditors; 
 (iv)        the Partner files
an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (ii) above; 

(v)         the Partner seeks, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties; 
 (vi)        any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now
or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof; 
 (vii)      the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days
of such appointment; or 
 (viii)      an appointment referred to in clause
(vii) which has been stayed is not vacated within ninety (90) days after the expiration of any such stay. 
 “
Indemnitee ” means 
 (a)        any Person made a
party to a proceeding by reason of its status as 

  (i)        the General Partner; 

  (ii)       a Limited Partner; 

  (iii)      an investment advisor to the General Partner; 

  (iv)      a trustee, director or officer of the Partnership, the General
Partner, or the investment advisor to the General Partner; or 

  (v)       a director, trustee, member or officer of any other Entity, each
Person serving in such capacity at the request of the Partnership or the General Partner; or 

  (vi)      his or its liabilities, pursuant to a loan guarantee or otherwise, for
any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); and 

(b)          such other Persons (including Affiliates of the General
Partner, a Limited Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion. 

  
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 “ Initial
Limited Partner ” means the Carter/Validus Advisors, LLC. 
 “ IRS ” shall mean the
Internal Revenue Service of the United States. 
 “ Lien ” means any lien, security interest, mortgage,
deed of trust, charge, claim, encumbrance, pledge, option, right of first offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever.

 “ Limited Partner ” means, prior to the admission of the first Additional Limited Partner to the
Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature
page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership. 
 “ Limited Partner Interest ” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and
includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited
Partner Interest may be expressed as a number of Partnership Units. 
 “ Liquidating Event ” has the
meaning set forth in Section 13.1 hereof. 
 “ Liquidator ” has the meaning set forth in
Section 13.2 hereof. 
 “ Net Income ” or “ Net Loss ” means, for each
fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a)
of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows: 

(a)        by including as an item of gross income any tax-exempt income received
by the Partnership and not otherwise taken into account in computing Net Income or Net Loss; 

(b)        by treating as a deductible expense any expenditure of the Partnership
described in Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise taken into account in computing Net Income or Net
Loss, including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred
in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code; 

  
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(c)        by taking into account Depreciation in lieu of depreciation, depletion,
amortization and other cost recovery deductions taken into account in computing taxable income or loss; 

(d)        by computing gain or loss resulting from any disposition of Partnership
property with respect to which gain or loss is recognized for federal income tax purposes by reference to the Gross Asset Value of such property rather than its adjusted tax basis; 

(e)        in the event of an adjustment of the Gross Asset Value of any
Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations, by taking into account the amount of such adjustment as if such adjustment
represented additional Net Income or Net Loss pursuant to Exhibit B; and 

(f)        by not taking into account in computing Net Income or Net Loss items
separately allocated to the Partners pursuant to Paragraphs 1 and 2 of Exhibit B. 
 “ Net Investment ”
means (i) as it relates to the Stockholders, the original issue price paid by such stockholders for the purchase of Common Stock; and (ii) as it relates to the Limited Partners the total amount of Capital Contributions; in each case
reduced by distributions from the sale or refinancing of properties. 
 “ Nonrecourse Deductions ” has
the meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations. 
 “ Nonrecourse
Liabilities ” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations. 
 “
Partner ” means the General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners collectively. 
 “ Partner Minimum Gain ” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt
were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3). 
 “
Partner Nonrecourse Debt ” has the meaning set forth in Regulations Section 1.704-2(b)(4). 
 “
Partner Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall
be determined in accordance with the rules of Regulations Section 1.704-2(i)(2). 

  
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 “
Partnership ” means the limited partnership formed under the Act and pursuant to this Agreement, and any successor thereto. 
 “ Partnership Interest ” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner and includes any and
all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be
expressed as a number of Partnership Units. 
 “ Partnership Minimum Gain ” has the meaning set forth in
Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d). 
 “ Partnership Record Date ” means the record date established by the General
Partner for a distribution pursuant to Section 5.1(a) hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

 “ Partnership Unit ” means a fractional, undivided share of the Partnership Interests of all Partners
issued pursuant to Sections 4.1, 4.2 and 4.3 and includes any classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such
Partnership Units are set forth in Exhibit A, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall be evidenced by such form of certificate for Partnership Units as the General Partner adopts from time to time
unless the General Partner determines that the Partnership Units shall be uncertificated securities. 
 “ Partnership
Year ” means the fiscal year of the Partnership, as set forth in Section 9.2 hereof. 
 “
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 from time to time.

 “ Permitted Partners ” has the meaning set forth in subparagraph 1(b) of Exhibit B. 

“ Permitted Transferee ” means any person to whom Partnership Units are Transferred in accordance with
Section 11.3 of this Agreement. 
 “ Person ” means an individual or Entity. 

“ Precontribution Gain ” has the meaning set forth in subparagraph 3(c) of Exhibit B. 

“ Quarter ” means each of the three-month periods ending on
March 31, June 30, September 30 and December 31. 

  
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 “
Registration Statement ” means the Registration Statement on Form S-11 to be filed by the General Partner with the Securities and Exchange Commission, and any amendments at any time made thereto. 

“ Regulations ” means the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such
regulations may be amended from time to time (including corresponding provisions of succeeding regulations). 
 “
REIT ” means a real estate investment trust as defined in Section 856 of the Code. 
 “ REIT
Requirements ” has the meaning set forth in Section 5.2. 
 “ REIT Stock ” has the
meaning set forth in the Exchange Rights Agreement. 
 “ REIT Stock Amount ” has the meaning set forth
in the Exchange Rights Agreement. 
 “ Restricted Partner ” has the meaning set forth in
Section 1(b) of Exhibit B. 
 “ Special Limited Partner ” means Carter/Validus Advisors, LLC, a
Delaware limited liability company, as the holder of the 15% interest in distributions described in Section 5.1(b)(ii)(A). 

“ Stockholder ” means a holder of Common Stock. 

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company or
other entity of which a majority of 
 (a)        the voting power of the
voting equity securities; and/or 
 (b)        the outstanding equity
interests (whether or not voting), is owned, directly or indirectly, by such Person. 
 “ Substituted Limited
Partner ” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 hereof. 
 “ Tax Items ” has the meaning set forth in Exhibit B. 

“ Transfer ” as a noun, means any sale, assignment, conveyance, pledge, hypothecation, gift, encumbrance or other
transfer, and as a verb, means to sell, assign, convey, pledge, hypothecate, give, encumber or otherwise transfer. 
 Certain
additional terms and phrases have the meanings set forth in Exhibit B. 

  
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 ARTICLE 2 

ORGANIZATIONAL MATTERS 
  

	2.1	Formation 

 The General
Partner has formed the Partnership by filing the Certificate on December 29, 2009 in the office of the Delaware Secretary of State. The Partnership is a limited partnership organized pursuant to the provision of the Act and upon the
terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The
Partnership Interest of each Partner shall be personal property for all purposes. 
  

	2.2	Name 

 The name of the
Partnership is Carter/Validus Operating Partnership, LP. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof.
The words “Limited Partnership,” “LP,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so
requires. The General Partner in its sole and absolute discretion may change the name of the Partnership and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners. 

 

	2.3	Registered Office and Agent; Principal Office 

  The address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is the
Corporation Service Company, 2711 Centerville Road Suite 400, Wilmington, Delaware 19808. The principal office of the Partnership shall be 4211 West Boy Scout Blvd., Suite 500, Tampa, Florida 33607, or such other place as the General Partner may
from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable. 

 

	2.4	Power of Attorney 


(a)        Each Limited Partner and each Assignee who accepts Partnership Units (or any rights,
benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of
substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: 
 (i)        execute, swear to, acknowledge, deliver, file and record in the appropriate public offices 

  
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(A)        all certificates, documents and other instruments (including, without
limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a
limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property, including, without
limitation, any documents necessary or advisable to convey any Contributed Property to the Partnership; 

(B)        all instruments that the General Partner or any Liquidator deems
appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; 
 (C)        all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary to reflect the dissolution
and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; 
 (D)        all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article 11, 12
or 13 hereof or the Capital Contribution of any Partner; 

(E)        all certificates, documents and other instruments relating to the
determination of the rights, preferences and privileges of Partnership Interest; and 

(F)        amendments to this Agreement as provided in Article 14 hereof; and

 (ii)        execute, swear to, seal, acknowledge and file all ballots,
consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval,
agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or
intent of this Agreement. 
 Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to amend this
Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement. 
 (b)        (i)        The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an
interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it
shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited
Partner’s or Assignee’s heirs, successors, assigns and personal representatives. 

  
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(ii)        Each such Limited Partner or Assignee hereby agrees to be bound by any
representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or
disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney. 

(iii)        Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefore, such further designation, powers of attorney and other instruments as the General Partner or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership. 
  

	2.5	Term 

 The term of the
Partnership shall commence on the date hereof and shall continue until December 31, 2099, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law. 

ARTICLE 3 

PURPOSE 
  

	3.1	Purpose and Business 


(a)        The purpose and nature of the business to be conducted by the Partnership is to conduct
any business that may be lawfully conducted by a limited partnership organized pursuant to the Act including, without limitation, to engage in the following activities: 

(i)        to acquire, hold, own, develop, construct, improve, maintain, operate,
sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with the properties described in the prospectus contained in the Registration Statement; 

(ii)        to acquire, hold, own, develop, construct, improve, maintain, operate,
sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with real and personal property of all kinds; 
 (iii)        to enter into any partnership, joint venture, corporation, limited liability company, trust or other similar arrangement to engage in any of the
foregoing; 
 (iv)        to undertake such other activities as may be
necessary, advisable, desirable or convenient to the business of the Partnership; and 

(v)        to engage in such other ancillary activities as shall be necessary or
desirable to effectuate the foregoing purposes; 
 provided, however, that such business shall be limited to and conducted in such a manner as
to permit the General Partner at all times to be classified as a REIT, unless the General Partner determines not to qualify as a REIT or ceases to qualify as a REIT for any reason not related to the business conducted by the Partnership. 


  
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(b)        The Partnership shall have all powers necessary or desirable to accomplish the purposes
enumerated. 
  

	3.2	Powers 


(a)        The Partnership is empowered to do any and all acts and things necessary, appropriate,
proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership including, without limitation, full power and authority to
enter into, perform, and carry out contracts of any kind, to borrow money and to issue evidences of indebtedness, whether or not secured by mortgage, trust deed, pledge or other Lien, and, directly or indirectly, to acquire, own, improve, develop
and construct real property, and lease, sell, transfer and dispose of real property; provided, that the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute
discretion, 
 (i)        could adversely affect the ability of the
General Partner to continue to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT; 
 (ii)        could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; or 

(iii)        could violate any law or regulation of any governmental body or
agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing. 

(b)        The General Partner also is empowered to do any and all acts and things necessary,
appropriate or advisable to ensure that the Partnership will not be classified as a “publicly traded partnership” for the purposes of Section 7704 of the Code, including but not limited to imposing restrictions on exchanges of
Partnership Units. 
 ARTICLE 4 
 CAPITAL CONTRIBUTIONS 
  

	4.1	Capital Contributions of the Partners 

 (a)        The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. 

(b)        To the extent the Partnership acquires any property by the merger of any other Person
into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be
deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. 

  
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(c)        Each Partner shall own Partnership Units in the amounts set forth for such Partner in
Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges,
additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. 
 (d)        The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest.

 (e)        Except as provided in Sections 4.2 and 10.5, the Partners shall have no
obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may
exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. 
  

	4.2	Additional Funds; Restrictions on the General Partner 

 (a)        (i)        The sums of money required to finance the business and affairs of the Partnership shall be derived
from the initial Capital Contributions made to the Partnership by the Partners as set forth in Section 4.1 and from funds generated from the operation and business of the Partnership, including, without limitation, rents and distributions
directly or indirectly received by the Partnership from any Subsidiary. 

(ii)        In the event additional financing is needed from sources other than as
set forth in Section 4.2(a)(i) for any reason, the General Partner may, in its sole and absolute discretion, in such amounts and at such times as it solely shall determine to be necessary or appropriate, 

(A)        cause the Partnership to issue additional Partnership Interests and
admit additional Limited Partners to the Partnership in accordance with Section 4.3; 

(B)        make additional Capital Contributions to the Partnership (subject to
the provisions of Section 4.2(b)); 
 (C)        cause the
Partnership to borrow money, enter into loan arrangements, issue debt securities, obtain letters of credit or otherwise borrow money on a secured or unsecured basis; 

(D)        make a loan or loans to the Partnership (subject to
Section 4.2(b)); or 
 (E)        sell any assets or properties
directly or indirectly owned by the Partnership. 

  
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(iii)        In no event shall any Limited Partners be required to make any
additional Capital Contributions or any loan to, or otherwise provide any financial accommodation for the benefit of, the Partnership. 
 (b)        The General Partner shall not issue any debt securities, any preferred stock or any common stock (including additional REIT Stock (other than (i) as
payment of the REIT Stock Amount or (ii) in connection with the conversion or exchange of securities of the General Partner solely in conversion or exchange for other securities of the General Partner)) or rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or purchase any of the foregoing (collectively, “ Securities ”), other than to all holders of REIT Stock, unless the General Partner shall

 (i)        in the case of debt securities, lend to the Partnership the
proceeds of or consideration received for such Securities on the same terms and conditions, including interest rate and repayment schedule, as shall be applicable with respect to or incurred in connection with the issuance of such Securities and the
proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable); 
 (ii)        in the case of equity Securities senior or junior to the REIT Stock as to dividends and distributions on liquidation, contribute to the Partnership the
proceeds of or consideration (including any property or other non-cash assets) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable), and receive
from the Partnership, interests in the Partnership in consideration therefore with the same terms and conditions, including dividend, dividend priority and liquidation preference, as are applicable to such Securities; and 

(iii)        in the case of REIT Stock or other equity Securities on a parity with
the REIT Stock as to dividends and distributions on liquidation, (including, without limitation, REIT Stock or other Securities granted as a stock award to directors and officers of the General Partner or directors, officers or employees of its
Affiliates in consideration for services or future services, and REIT Stock issued a pursuant to a dividend reinvestment plan or issued to enable the General Partner make distributions to satisfy the REIT Requirements), contribute to the Partnership
the proceeds of or consideration (including any property or other non-cash assets, including services) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if
applicable), and receive from the Partnership a number of additional Partnership Units in consideration therefore equal to the product of 
 (A)        the number of shares of REIT Stock or other equity Securities issued by the General Partner, multiplied by 

(B)        a fraction the numerator of which is one and the denominator of which
is the Exchange Factor in effect on the date of such contribution. 

  
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	4.3	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners 


(a)        In addition to any Partnership Interests issuable by the Partnership pursuant to
Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefore) in the form of Partnership Units or other Partnership Interests in one or more series or classes, or in one
or more series of any such class senior, on a parity with, or junior to the Partnership Units to any Persons at any time or from time to time, on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute
discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or
series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that , no such Partnership
Interests shall be issued to the General Partner unless either (a) the Partnership Interests are issued in connection with the grant, award, or issuance of REIT Stock or other equity interests in the General Partner having designations,
preferences and other rights such that the economic interests attributable to such REIT Stock or other equity interests are substantially similar to the designations, preferences and other rights (except voting rights) of the Partnership Interests
issued to the General Partner in accordance with this Section 4.3(a) or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage
Interests in such class, without any approval being required from any Limited Partner or any other Person; and provided, however , that 
 (i)        such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or Section 4975 of the
Code, a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); and 

(ii)        such issuance would not cause any portion of the assets of the
Partnership to constitute assets of any employee benefit plan pursuant to Section 2510.3-101 of the regulations of the United States Department of Labor. 
 (b)        Subject to the limitations set forth in Section 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems
necessary or appropriate to admit any Person as a Limited Partner of the Partnership or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. 

 

	4.4	Contribution of Proceeds of Issuance of REIT Stock 

 In connection with any offering, grant, award, or issuance of REIT Stock or securities, rights, options, warrants or convertible or exchangeable securities pursuant to Section 4.2, the General
Partner shall make aggregate Capital Contributions to the Partnership of the proceeds raised in connection with such offering, grant, award, or issuance, including any property issued to the General Partner pursuant to a merger or contribution
agreement in exchange for Common Stock; provided, however, that if the proceeds actually received by the General Partner are less than the gross proceeds of such offering, grant, award, or issuance as a result of any underwriter’s discount,
commission, or fee or other expenses paid or incurred in connection with such offering, grant, award, or issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of
such issuance and the Partnership shall be deemed simultaneously to have paid pursuant to Section 7.3(c) for the amount of such underwriter’s discount or other expenses. 

  
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	4.5	Repurchase of REIT Stock; Shares-In-Trust 

 (a)        In the event that the General Partner shall elect to purchase from its stockholders REIT Stock for the purpose of delivering such REIT Stock to satisfy
an obligation under any distribution reinvestment plan adopted by the General Partner, any employee stock purchase plan adopted by the General Partner, or any other obligation or arrangement undertaken by the General Partner in the future, the
purchase price paid by the General Partner for such REIT Stock and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the General Partner,
subject to the condition that: 
 (i)        if such REIT Stock
subsequently is to be sold by the General Partner, the General Partner shall pay to the Partnership any proceeds received by the General Partner from the sale of such REIT Stock (provided that an exchange of REIT Stock for Partnership Units pursuant
to the applicable Exchange Rights Agreement would not be considered a sale for such purposes); and 

(ii)        if such REIT Stock is not re-transferred by the General Partner within
30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the General Partner (as applicable) equal to the product of 

(x)        the number of shares of such REIT Stock, multiplied by 

(y)        a fraction, the numerator of which is one and the denominator of which
is the Exchange Factor in effect on the date of such cancellation. 
 (b)        In the
event the General Partner purchases Shares-in-Trust (as from time to time defined in the Articles of Incorporation, as may be amended from time to time), the Partnership will purchase from the General Partner a number of Partnership Units equal to
the product of 
 (i)        the number of Shares-in-Trust purchased by
the General Partner, multiplied by 
 (ii)        a fraction, the
numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such purchase. 
  

	4.6	No Third-Party Beneficiary 


No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligations of any
Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced
solely by, the parties hereto and their respective successors and assigns. 

  
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	4.7	No Interest; No Return 


(a)        No Partner shall be entitled to interest on its Capital Contribution or on such
Partner’s Capital Account. 
 (b)        Except as provided herein or by law, no
Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership. 
  

	4.8	No Preemptive Rights . 


Subject to any preemptive rights that may be granted pursuant to Section 4.3 hereof, no Person shall have any preemptive or other
similar right with respect to 
 (a)        additional Capital Contributions or loans to
the Partnership; or 
 (b)        issuance or sale of any Partnership Units or other
Partnership Interests. 
 ARTICLE 5 
 DISTRIBUTIONS 
  

	5.1	Distributions 


(a)        Cash Available for Distribution . Subject to the provisions of Sections
5.3, 5.4 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “ Distribution Date ”), an amount of Cash Available for Distribution, determined by
the General Partner in its sole discretion to the Limited Partners and the General Partner, as of the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest. In no event may any Partner
receive a distribution pursuant to this Section 5.1(a) with respect to a Partnership Unit if such Partner is entitled to receive a distribution with respect to REIT Stock for which such a Partnership Unit has been exchanged. 

(b)        Capital Proceeds . Subject to the provisions of Sections 5.3, 5.4 and
12.2(c), Net Capital Proceeds shall be distributed as follows: 

(i)        First, 100% to the General Partner and Limited Partners in accordance
with each such Partner’s respective Percentage Interest until , in the aggregate, the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to the
sum of (i) the Net Investment and (ii) any cumulative shortfall in the Limited Partners’ and the Stockholders’ receipt of the First Level Return pursuant to Sections 5.1(a) and 5.1(b); and 

  
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(ii)        Thereafter, (A) 15% to the Special Limited Partner, and
(B) 85% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest. 
  

	5.2	Qualification as a REIT 


The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable
the General Partner to pay dividends to the Stockholders that will enable the General Partner to 

(a)        satisfy the requirements for qualification as a REIT under the Code and
Regulations (“ REIT Requirements ”), and 

(b)        avoid any federal income or excise tax liability; 

provided , however , the General Partner shall not be bound to comply with this covenant to the extent such distributions would 

(x)        violate applicable Delaware law or 

(y)        contravene the terms of any notes, mortgages or other types of debt
obligations to which the Partnership may be subject in conjunction with borrowed funds. 
  

	5.3	Withholding 

 With respect
to any withholding tax or other similar tax liability or obligation to which the Partnership may be subject as a result of any act or status of any Partner or to which the Partnership becomes subject with respect to any Partnership Unit, the
Partnership shall have the right to withhold amounts distributable pursuant to this Article V to such Partner or with respect to such Partnership Units, to the extent of the amount of such withholding tax or other similar tax liability or obligation
pursuant to the provisions contained in Section 10.5. 
  

	5.4	Additional Partnership Interests 

 If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the
distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B. 

ARTICLE 6 

ALLOCATIONS 
  

	6.1	Allocations 

 The Net
Income, Net Loss and other Partnership items shall be allocated pursuant to the provisions of Exhibit B. 

  
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	6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests 

 If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit
B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or
approval of any other Partner. 
 ARTICLE 7 
 MANAGEMENT AND OPERATIONS OF BUSINESS 
  

	7.1	Management 


(a)        (i)        Except as otherwise expressly
provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner shall have any right to participate in or
exercise control or management power over the business and affairs of the Partnership. 

(ii)        The General Partner may not be removed by the Limited Partners with or
without cause. 
 (iii)        In addition to the powers now or hereafter
granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.11, shall have full power and authority
to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without
limitation: 
 (A)        (1)        the making
of any expenditures, the lending or borrowing of money, including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner
(so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders in amounts
sufficient to permit the General Partner to maintain REIT status, 

(2)        the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, 
  (3)        the issuance of evidence of
indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets), and 

  
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(4)        the incurring of any obligations it deems necessary for the conduct of
the activities of the Partnership, including the payment of all expenses associated with the General Partner; 

(B)        the making of tax, regulatory and other filings, or rendering of
periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership or the General Partner; 
 (C)        the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of all or substantially all of the assets of the Partnership
(including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger, consolidation or other combination (each a “
Business Combination ”) of the Partnership with or into another Entity on such terms as the General Partner deems proper, provided that the General Partner shall be required to send to each Limited Partner a notice of such proposed
Business Combination no less than 15 days prior to the record date for the vote of the General Partner’s stockholders on such Business Combination, if any; 

(D)        the use of the assets of the Partnership (including, without
limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, 
 (1)        the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries, 

(2)        the lending of funds to other Persons (including, without limitation,
the Subsidiaries of the Partnership and/or the General Partner) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and 

(3)        the making of capital contributions to its Subsidiaries; 

(E)        the expansion, development, construction, leasing, repair, alteration,
demolition or improvement of any property in which the Partnership or any Subsidiary of the Partnership owns an interest; 
 (F)        the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to
the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional
advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets; 
 (G)        the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; 

  
 25 









  

(H)        holding, managing, investing and reinvesting cash and other assets of
the Partnership; 
 (I)        the collection and receipt of revenues
and income of the Partnership; 
 (J)        the establishment of one or
more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and
“treasurer” of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagement; 

(K)        the maintenance of such insurance for the benefit of the Partnership
and the Partners and directors and officers thereof as it deems necessary or appropriate; 

(L)        the formation of, or acquisition of an interest (including non-voting
interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further Entities or other relationships that it deems desirable, including, without limitation, the acquisition of
interests in, and the contributions of funds or property to, or making of loans to, its Subsidiaries and any other Person from time to time, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such
Persons; provided that, as long as the General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General
Partner to fail to qualify as a REIT; 
 (M)        the control of any
matters affecting the rights and obligations of the Partnership, including 

(1)        the settlement, compromise, submission to arbitration or any other
form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, 
 (2)        the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and 

(3)        the representation of the Partnership in all suits or legal
proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; 

  
 26 









  

(N)        the undertaking of any action in connection with the
Partnership’s direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); 

(O)        the determination of the fair market value of any Partnership property
distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt; 
 (P)        the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right
to vote, appurtenant to any asset or investment held by the Partnership; 

(Q)        the exercise of any of the powers of the General Partner enumerated in
this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; 

(R)        the exercise of any of the powers of the General Partner enumerated in
this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person; 
 (S)        the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts,
guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing; 

(T)        the issuance of additional Partnership Units in connection with
Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof; 
 (U)        the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and 

(V)        the amendment and restatement of Exhibit A to reflect accurately at
all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any
Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or
event being reflected in Exhibit A otherwise is authorized by this Agreement. 

  
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(b)        (i)        Each of the Limited Partners agree
that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of
this Agreement to the fullest extent permitted under the Act or other applicable law, rule or regulation. 

(ii)        The execution, delivery or performance by the General Partner or the
Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this
Agreement or of any duty stated or implied by law or equity. 
 (c)        At all times
from and after the date hereof, the General Partner at the expense of the Partnership, may or may not, cause the Partnership to obtain and maintain 
 (i)        casualty, liability and other insurance on the properties of the Partnership; 

(ii)        liability insurance for the Indemnitees hereunder; and 

(iii)        such other insurance as the General Partner, in its sole and absolute
discretion, determines to be appropriate and reasonable. 
 (d)        At all times from
and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and other cash or similar balances in such amount as the General Partner, in its sole and absolute
discretion, deems appropriate and reasonable from time to time. 

(e)        (i)        In exercising its authority under
this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership
shall not have liability to any Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not delivered by such Limited Partner in connection with such decisions, provided that the General Partner has
acted in good faith pursuant to its authority under this Agreement. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the General Partner, and the General Partner’s stockholders,
collectively. 
 (ii)        The General Partner and the Partnership
shall not have liability to the any Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under
and in accordance with this Agreement. 
  

	7.2	Certificate of Limited Partnership 

 (a)        The General Partner has previously filed the Certificate with the Secretary of State of Delaware as required by the Act. 

(b)        (i)        The General Partner shall use all
reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the
limited partners have limited liability) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property. 

  
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(ii)        To the extent that such action is determined by the General Partner to
be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a limited partnership (or a partnership in which the limited
partners have limited liability) under the laws of the State of Delaware and each other state, or the District of Columbia, in which the Partnership may elect to do business or own property. 

(iii)        Subject to the terms of Section 8.5(a)(iv) hereof, the General
Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner. 
  

	7.3	Reimbursement of the General Partner 

 (a)        Except as provided in this Section 7.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions,
payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. 
  (b)        (i)        The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s
organization, the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenses that it incurs on behalf of the
Partnership relating to the ownership and operation of the Partnership’s assets, or for the benefit of the Partnership, including all expenses associated with compliance by the General Partner and the Initial Limited Partner with laws, rules
and regulations promulgated by any regulatory body such as filing, registered agent, and franchise taxes and fees, expenses related to the operations of the General Partner and to the management and administration of any Subsidiaries of the General
Partner or the Partnership or Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner, but excluding any portion of expenses
reasonably attributable to assets not owned by or for the benefit of, or to operations not for the benefit of, the Partnership or Affiliates of the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest
earned by the General Partner with respect to bank accounts or other instruments or accounts held by it in its name. 
  (ii)        Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.6 hereof. 

(iii)        The General Partner shall determine in good faith the amount of
expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be
allocated to the Partnership and such other entities in such a manner as the General Partner in its reasonable discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as
expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner. 

  
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(c)        (i)        Expenses incurred by the General
Partner relating to the organization or reorganization of the Partnership and the General Partner the issuance of Common Stock in connection with the Consolidation and any issuance of additional Partnership Interests, REIT Stock or rights, options,
warrants, or convertible or exchangeable securities pursuant to Section 4.2 hereof and all costs and expenses associated with the preparation and filing of any periodic reports by the General Partner under federal, state or local laws or
regulations (including, without limitation, all costs, expenses, damages, and other payments resulting from or arising in connection with litigation related to any of the foregoing) are primarily obligations of the Partnership. 

(ii)        To the extent the General Partner pays or incurs such expenses, the
General Partner shall be reimbursed for such expenses. 
  

	7.4	Outside Activities of the General Partner 

 (a)        Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in
connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto. 

(b)        The General Partner and any Affiliates of the General Partner may acquire Limited
Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests. 
  

	7.5	Contracts with Affiliates 


(a)        (i)        The Partnership may lend or
contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute
discretion of the General Partner. 
 (ii)        The foregoing authority
shall not create any right or benefit in favor of any Subsidiary or any other Person. 

(b)        Except as provided in Section 7.4, the Partnership may Transfer assets to
Entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, may determine. 

(c)        Except as expressly permitted by this Agreement, neither the General Partner nor any
of its Affiliates shall sell, Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and
reasonable. 

  
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(d)        The General Partner, in its sole and absolute discretion and without the approval the
Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, stock option plans, and similar plans funded by the Partnership for the benefit of employees of the Partnership, the General Partner, any Subsidiaries of
the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them. 

(e)        The General Partner is expressly authorized to enter into, in the name and on behalf
of the Partnership, a “right of first opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on
such terms as the General Partner, in its sole and absolute discretion, believes are advisable. 
  

	7.6	Indemnification 


(a)        (i)        To the fullest extent permitted by
Delaware law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys’ fees and other legal fees and
expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “ Claims ” ), that relate to the
operations of the Partnership or the General Partner as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, so long as (x) the course of conduct which gave rise to the
Claim was taken, in the reasonable determination of the Indemnitee made in good faith, in the best interests of the Partnership or the General Partner, (y) such Claim was not the result of negligence or misconduct by the Indemnitee and
(z) such indemnification is not satisfied or recoverable from the assets of the stockholders of the General Partner. Notwithstanding the foregoing, no Indemnitee shall be indemnified for any Claim arising from or out of an alleged violation of
federal or state securities laws unless (x) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to such Indemnitee, (y) such allegations have been dismissed with prejudice on
the merits by a court of competent jurisdiction as to such Indemnitee, or (z) a court of competent jurisdiction approves a settlement of such allegations against such Indemnitee and finds that indemnification of the settlement and the related
costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which the REIT
Stock was offered or sold as to indemnification for violations of securities law. 

(ii)        Without limitation, the foregoing indemnity shall extend to any
liability of any Indemnitee, pursuant to a loan guaranty (except a guaranty by a limited partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other
obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and
the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having
liability for any such indebtedness. 

  
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(iii)        Any indemnification pursuant to this Section 7.6 shall be made
only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its
obligations under this Section 7.6. 
 (b)        Reasonable expenses incurred by
an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or
threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 7.6 has been met; and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. 

(c)        The indemnification provided by this Section 7.6 shall be in addition to any
other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity
unless otherwise provided in a written agreement pursuant to which such Indemnities are indemnified. 

(d)        The Partnership may, but shall not be obligated to, purchase and maintain insurance,
on behalf of the Indemnities and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities,
regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 
 (e)        For purposes of this Section 7.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee
with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.6; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its
duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. 

(f)        In no event may an Indemnitee subject any of the Partners (other than the General
Partner) to personal liability by reason of the indemnification provisions set forth in this Agreement. 

(g)        An Indemnitee shall not be denied indemnification in whole or in part under this
Section 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 

  
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(h)        (i)        The provisions of this
Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. 

(ii)        Any amendment, modification or repeal of this Section 7.6 or any
provision hereof shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.6, as in effect immediately prior to such amendment, modification, or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. 

(i)        If and to the extent any payments to the General Partner pursuant to this
Section 7.6 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code,
shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts. 

(j)        Notwithstanding anything to the contrary in this Agreement, the General Partner shall
not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General Partner and the Partnership.

  

	7.7	Liability of the General Partner 

 (a)        Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner nor the investment advisor of the General Partner, nor
any of their respective officers and directors, shall be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of
any act or omission unless the General Partner or its investment advisor, as the case may be, acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. 

(b)        (i)        The Limited Partners expressly
acknowledge that the General Partner (and its investment advisor) is acting on behalf of the Partnership and the shareholders of the General Partner collectively, that the General Partner (and its investment advisor), subject to the provisions of
Section 7.1(e) hereof, is under no obligation to consider the separate interest of the Limited Partners (including, without limitation, the tax consequences to the Limited Partners or Assignees) in deciding whether to cause the Partnership to
take (or decline to take) any actions, and that the General Partner (and its investment advisor) shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such
decisions; provided that the General Partner (and its investment advisor) has acted in good faith. 

  
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(ii)        With respect to any indebtedness of the Partnership which any Limited
Partner may have guaranteed, the General Partner (and its investment advisor) shall have no duty to keep such indebtedness outstanding. 
 (c)        (i)        Subject to its obligations and duties as General Partner set forth in Section 7.1(a) hereof, the
General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agent, including its investment advisor. 

(ii)        The General Partner shall not be responsible for any misconduct or
negligence on the part of any such agent appointed by the General Partner in good faith. 

(d)        The Limited Partners expressly acknowledge that in the event of any conflict in the
fiduciary duties owed by the General Partner to its stockholders and by the General Partner, in its capacity as a general partner of the Partnership, to the Limited Partners, the General Partner may act in the best interests of the General
Partner’s stockholders without violating its fiduciary duties to the Limited Partners, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by the Limited
Partners in connection with any such violation. 
 (e)        Any amendment,
modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s and its officers’ and directors’ liability to the Partnership
and the Limited Partners under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted. 
  

	7.8	Other Matters Concerning the General Partner 

 (a)        The General Partner may rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. 

(b)        The General Partner may consult with legal counsel, accountants, appraisers,
management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which
such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. 

(c)        (i)        The General Partner shall have the
right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and duly appointed attorneys-in-fact. 

  
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(ii)        Each such attorney shall, to the extent provided by the General
Partner in the power of attorney, have full power and authority to do and perform each and every act and duty which is permitted or required to be done by the General Partner hereunder. 

(d)        Notwithstanding any other provisions of this Agreement or the Act, any action of the
General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order 

(i)        to protect the ability of the General Partner to continue to qualify as
a REIT; or 
 (ii)        to avoid the General Partner incurring any
taxes under Section 857 or Section 4981 of the Code, 
 is expressly authorized under this Agreement and is deemed approved by all of
the Limited Partners. 
  

	7.9	Title to Partnership Assets 

 (a)        Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. 
 (b)        (i)        Title to any or all of the Partnership assets may be held in the name of the Partnership, the General
Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. 
 (ii)        The General Partner hereby declares and warrants that any Partnership asset for which legal title is held in the name of the General Partner or any
nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided , that the General Partner shall use its best efforts to
cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. 
 (iii)        All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to
such Partnership assets is held. 
  

	7.10	Reliance by Third Parties 


(a)        Notwithstanding anything to the contrary in this Agreement, any Person dealing with the
Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to
enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in
interest, both legally and beneficially. 

  
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(b)        Each Limited Partner hereby waives any and all defenses or other remedies which may be
available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. 
 (c)        In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been
complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives. 
 (d)        Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be
conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that 

(i)        at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect; 

(ii)        the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and 

(iii)        such certificate, document or instrument was duly executed and
delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. 
  

	7.11	Loans By Third Parties 


The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including,
without limitation, in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate. 
 ARTICLE 8 
 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 

 

	8.1	Limitation of Liability 


No Limited Partner shall have any liability under this Agreement except as expressly provided in this Agreement, including
Section 10.5 hereof, or under the Act. 
  

	8.2	Management of Business 


(a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or
trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business
in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. 

  
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(b)        The transaction of any such business by the General Partner, any of its Affiliates or
any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners
or Assignees under this Agreement. 
  

	8.3	Outside Activities of Limited Partners 

 (a)        Subject to any agreements entered into pursuant to Section 7.5 hereof and any other agreements entered into by a Limited Partner or its Affiliates
with the Partnership or any of its Subsidiaries, and any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or shareholder of any Limited Partner shall be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business interests and activities that are in direct competition with the Partnership or that are enhanced by the activities of the Partnership. 

(b)        Neither the Partnership nor any Partners shall have any rights by virtue of this
Agreement in any business ventures of any Limited Partner or Assignee. 
 (c)        No
Limited Partner nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this
Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other
Person, could be taken by such Person. 
  

	8.4	Return of Capital 


(a)        Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled
to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. 

(b)        Except as provided in Articles 5 and 13 hereof, no Limited Partner or Assignee shall
have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions. 
  

	8.5	Rights of Limited Partners Relating to the Partnership 

 (a)        In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner shall
have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense
(including such reasonable copying and administrative charges as the General Partner may establish from time to time): 

  
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(i)        to obtain a copy of the most recent annual and quarterly reports filed
with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act of 1934; and 
  (ii)        to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; 

(b)        Notwithstanding any other provision of this Section 8.5, the General Partner may
keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that 

(i)        the General Partner reasonably believes to be in the nature of trade
secrets or other information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or 

(ii)        the Partnership is required by law or by agreements with an
unaffiliated third party to keep confidential. 
  

	8.6	Exchange Rights Agreements 


(a)        The Limited Partners have been granted the right, but not the obligation, to exchange
all or a portion of their Partnership Units for cash or, at the option of the General Partner, for shares of REIT Stock on the terms and subject to the conditions and restrictions contained in certain Exchange Rights Agreements between the General
Partners and the Limited Partners (as amended from time to time, the “ Exchange Rights Agreements ”). The form of Exchange Rights Agreement governing the exchange of Partnership Units shall be substantially in the form attached
hereto as Exhibit C, with such changes as may be agreed to by the General Partner. 

(b)        The Limited Partners and all successors, assignees and transferees (whether by
operation of law, including by merger or consolidation, dissolution or liquidation of an entity that is a Limited Partner, or otherwise) shall be bound by the provisions of the Exchange Rights Agreement to which they are parties. 

ARTICLE 9 
 BOOKS,
RECORDS, ACCOUNTING AND REPORTS 
  

	9.1	Records and Accounting 


(a)        The General Partner shall keep or cause to be kept at the principal office of the
Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership’s business, including, without limitation, all books and
records necessary for the General Partner to comply with applicable REIT Requirements and to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Sections 8.5(a) and 9.3 hereof.


  
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(b)        Any records maintained by or on behalf of the Partnership in the regular course of its
business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device, provided that the records so maintained are convertible into clearly legible written form within a
reasonable period of time. 
 (c)        The books of the Partnership shall be
maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or such other basis as the General Partner determines to be necessary or appropriate. 

 

	9.2	Fiscal Year 

 The fiscal
year of the Partnership shall be the calendar year. 
  

	9.3	Reports 


(a)        As soon as practicable, but in no event later than the date on which the General
Partner mails its annual report to its stockholders, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General
Partner (which may be the same annual report and financial statement supplied by the General Partner to its stockholders, if such statements are prepared on a consolidated basis with the Partnership), for such Partnership Year, presented in
accordance with the standards of the Public Accounting Oversight Board (United States), such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner in its sole discretion.

  (b)        If and to the extent that the General Partner mails quarterly reports
to its stockholders, then as soon as practicable, but in no event later than the date such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner a report containing unaudited financial statements as of the last day
of the calendar quarter of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General
Partner determines to be appropriate. 
 (c)        Notwithstanding the foregoing, the
General Partner may deliver to the Limited Partners each of the reports described above, as well as any other communications that it may provide hereunder, by E-mail or by any other electronic means. 

  
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 ARTICLE 10 

TAX MATTERS 
  

	10.1	Preparation of Tax Returns 


The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses
and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the
Limited Partners for federal and state income tax reporting purposes. 
  

	10.2	Tax Elections 


(a)        Except as otherwise provided herein, the General Partner shall, in its sole and
absolute discretion, determine whether to make any available election pursuant to the Code. 

(b)        The General Partner shall elect a permissible method (which need not be the same
method for each item or property) of eliminating the disparity between the book value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the regulations promulgated under the
provisions of Section 704(c) of the Code. 
 (c)        The General Partner shall
have the right to seek to revoke any tax election it makes, including, without limitation, the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is
in the best interests of the Partners. 
  

	10.3	Tax Matters Partner 


(a)        (i)        The General Partner shall be the
“tax matters partner” of the Partnership for federal income tax purposes. 

(ii)        Pursuant to Section 6230(e) of the Code, upon receipt of notice
from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit
interest of each of the Limited Partners and the Assignees; provided, that such information is provided to the Partnership by the Limited Partners and the Assignees. 

(iii)        The tax matters partner is authorized, but not required: 

(A)        to enter into any settlement with the Internal Revenue Service with
respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and
such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not
bind any Partner 
 (1)        who (within the time prescribed pursuant
to the Code and Regulations) files a statement with the Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or 

  
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(2)        who is a “notice partner” (as defined in
Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code); 
 (B)        in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for
tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with
the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; 

(C)        to intervene in any action brought by any other Partner for judicial
review of a final adjustment; 
 (D)        to file a request for an
administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

 (E)        to enter into an agreement with the Internal Revenue
Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and 

(F)        to take any other action on behalf of the Partners or the Partnership
in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. 
 The
taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the
provisions relating to indemnification of the General Partner set forth in Section 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such. 

(b)        (i)        The tax matters partner shall
receive no compensation for its services. 
 (ii)        All third party
costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. 

(iii)        Nothing herein shall be construed to restrict the Partnership from
engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. 

  
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	10.4	Organizational Expenses 


The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a one hundred eighty
(180) month period as provided in Section 709 of the Code. 
  

	10.5	Withholding 


(a)        Each Limited Partner hereby authorizes the Partnership to withhold from, or pay on
behalf of or with respect to, such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to
such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. 

(b)        (i)        Any amount paid on behalf of or
with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner as the case may be within fifteen (15) days after notice from the General Partner that such
payment must be made unless 
 (A)        the Partnership withholds such
payment from a distribution which would otherwise be made to the Limited Partner; or 

(B)        the General Partner determines, in its sole and absolute discretion,
that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. 
 (ii)        Any amounts withheld pursuant to the foregoing clauses (i)(A) or (B) shall be treated as having been distributed to the Limited Partner.

 (c)        (i)        Each Limited Partner
hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest, as the case may be, to secure such Limited Partner’s obligation to pay to the Partnership any amounts
required to be paid pursuant to this Section 10.5. 

(ii)          (A)        In the event that a
Limited Partner fails to pay when due any amounts owed to the Partnership pursuant to this Section 10.5, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting
Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner. 

  (B)        Without limitation, in such event, the General Partner
shall have the right to receive distributions that would otherwise be distributable to such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full, and any such distributions so received by
the General Partner shall be treated as having been distributed to the defaulting Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. 

  
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(iii)        Any amount payable by a Limited Partner hereunder shall bear interest
at the highest base or prime rate of interest published from time to time by The Wall Street Journal, plus four (4) percentage points, but in no event higher than the maximum lawful rate of interest on such obligation, such interest to accrue
from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. 

(iv)        Each Limited Partner shall take such actions as the Partnership or the
General Partner shall request in order to perfect or enforce the security interest created hereunder. 
 ARTICLE 11 

TRANSFERS AND WITHDRAWALS 
  

	11.1	Transfer 


(a)        (i)        The term “Transfer,” when
used in this Article 11 with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person, or a
Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise.

 (ii)        The term “Transfer” when used in this Article 11
does not include any exchange of Partnership Units for cash or REIT Stock pursuant to the Exchange Rights Agreement. 

(b)        (i)        No Partnership Interest shall be
Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11. 
 (ii)        Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void. 

 

	11.2	Transfer of the General Partner’s General Partner Interest 

 (a)        The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, or Transfer any of its Limited Partner Interest,
except 
 (i)        if holders of at least two-thirds of the Limited
Partner Interests consent to such Transfer or withdrawal; 

(ii)        if such Transfer is to an entity which is wholly owned by the General
Partner and is a Qualified REIT Subsidiary as defined in Section 856(i) of the Code; or 

  
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  (iii)        in connection with a transaction described in
Section 11.2(c) or 11.2(d) (as applicable) 
 (b)        In the event the General
Partner withdraws as general partner of the Partnership in accordance with Section 11.2(a), the General Partner’s General Partner Interest shall immediately be converted into a Limited Partner Interest. 

(c)        Except as otherwise provided in Section 11.2(d), the General Partner shall not
engage in any merger, consolidation or other combination of the General Partner with or into another Person (other than a merger in which the General Partner is the surviving entity) or sale of all or substantially all of its assets, or any
reclassification, or any recapitalization of outstanding REIT Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Stock) (a “ Transaction ”), unless

 (i)        in connection with the Transaction all Limited Partners
will either receive, or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the amount of cash, securities or other property or value
paid in the Transaction to or received by a holder of one share of REIT Stock corresponding to such Partnership Unit in consideration of one share of REIT Stock at any time during the period from and after the date on which the Transaction is
consummated; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“ Offer ”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Stock, each holder of
Partnership Units shall be given the option to exchange its Partnership Units for the amount of cash, securities, or other property which a Limited Partner would have received had it 

  (A)        exercised its Exchange Right and 

  (B)        sold, tendered or exchanged pursuant to the Offer the REIT
Stock received upon exercise of the Exchange Right immediately prior to the expiration of the Offer. 
 The
foregoing is not intended to, and does not, affect the ability of (i) a stockholder of the General Partner to sell its stock in the General Partner or (ii) the General Partner to perform its obligations (under agreement or otherwise) to
such stockholders (including the fulfillment of any obligations with respect to registering the sale of stock under applicable securities laws). 
 (d)        (i)        Notwithstanding Section 11.2(c), the General Partner may merge into or consolidate with another
entity if immediately after such merger or consolidation 

  (A)        substantially all of the assets of the successor or
surviving entity (the “ Surviving General Partner ”), other than Partnership Units held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value
equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and 

  
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(B)        the Surviving General Partner expressly agrees to assume all
obligations of the General Partner hereunder. 

(ii)        (A)        Upon such
contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement and the Exchange Rights Agreement as set forth in this Section 11.2(d). 

  (B)          (1)      The Surviving General
Partner shall in good faith arrive at a new method for the calculation of the Exchange Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably
possible. 
 (2)        Such calculation shall take into account, among
other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Stock or options, warrants or other rights relating thereto, and which a holder of Partnership Units
could have acquired had such Partnership Units been redeemed for REIT Stock immediately prior to such merger or consolidation. 
 (C)        Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to
the adjustments provided for with respect to the Exchange Factor. 
 (iii)    The above
provisions of this Section 11.2(d) shall similarly apply to successive mergers or consolidations permitted hereunder. 
  

	11.3	Limited Partners’ Rights to Transfer 

 (a)        Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner,
Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of
the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and
regulations. 
 (b)        (i)        If a
Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by
other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership. 

(ii)        The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership. 

  
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(c)        The General Partner may prohibit any Transfer by a Limited Partner of its Partnership
Units if it reasonably believes (based on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any federal or state securities laws or
regulations applicable to the Partnership or the Partnership Units. 
 (d)        No
Transfer by a Limited Partner of its Partnership Units may be made to any Person if 

(i)        it would adversely affect the ability of the General Partner to
continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; 
 (ii)        it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; 

(iii)        such Transfer would cause the Partnership to become, with respect to
any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); 

(iv)        such Transfer would, in the opinion of legal counsel for the
Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; 

(v)        such Transfer would subject the Partnership to regulation under the
Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; 
 (vi)        without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such Transfer is a sale or exchange, and
such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged
during such 12-month period; or 
 (vii)        such Transfer is
effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. 

(e)        No transfer of any Partnership Units may be made to a lender to the Partnership or any
Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of
the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange for the
Cash Amount (as such term is defined in the Exchange Rights Agreement) any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of
allocating liabilities to such lender under Section 752 of the Code. 

  
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(f)        Any Transfer in contravention of any of the provisions of this Section 11.3 shall
be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. 
  

	11.4	Substituted Limited Partners 

 (a)        (i)        No Limited Partner shall have the right to substitute a Permitted Transferee for a Limited Partner in
its place. 
 (ii)        The General Partner shall, however, have the
right to consent to the admission of a Permitted Transferee of the Partnership Interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its
sole and absolute discretion. 
 (iii)        The General Partner’s
failure or refusal to permit such transferee to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. 
 (b)        A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be
subject to all the restrictions and liabilities of a Limited Partner under this Agreement. 

(c)        (i)        No Permitted Transferee will be
admitted as a Substituted Limited Partner, unless such transferee has furnished to the General Partner evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and, as it relates to the
Substituted Limited Partners, the Exchange Rights Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof. 
 (ii)        Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership
Units, and Percentage Interest of such Substituted Limited Partner, and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner. 

 

	11.5	Assignees 


(a)        If the General Partner, in its sole and absolute discretion, does not consent to the
admission of any transferee as a Substituted Limited Partner, as described in Section 11.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. 

(b)        An Assignee shall be deemed to have had assigned to it, and shall be entitled to
receive distributions from the Partnership and the share of Net Income, Net Losses and any other items of gain, loss, deduction or credit of the Partnership attributable to the Partnership Units assigned to such transferee, but shall not be deemed
to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners, for a vote (such Partnership Units being deemed to have been
voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). 

  
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(c)        In the event any such transferee desires to make a further assignment of any such
Partnership Units, such transferee shall be subject to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units. 

 

	11.6	General Provisions 


(a)        No Limited Partner may withdraw from the Partnership other than as a result of a
permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights
Agreement. 
 (b)        (i)        Any Limited
Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners.

 (ii)        Similarly, any Limited Partner which shall Transfer all of
its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. 
 (c)        Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made
as of the first day of a fiscal quarter of the Partnership. 

(d)        (i)        If any Partnership Interest is
transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then
Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying
interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. 
 (ii)        Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated
to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations
in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. 

(iii)        All distributions pursuant to Section 5.1(a) attributable to
Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and
in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. 

  
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(e)        In addition to any other restrictions on transfer herein contained, including without
limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and
absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the
Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for
federal or state income tax purposes (except as a result of the exchange for REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if
in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for REIT
Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to
any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of
Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause
(vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect
that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could
adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal
counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, in
the event that the General Partner has elected to be qualified as a REIT. 

(f)        The General Partner shall monitor the transfers of interests in the Partnership to
determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and
(ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently
published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the
“Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided
herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange
Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction,
there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation. 

  
 49 









  
 ARTICLE 12 

ADMISSION OF PARTNERS 
  

	12.1	Admission of Successor General Partner 

 (a)        (i)        A successor to all of the General Partner Interest pursuant to Section 11 hereof who is proposed
to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon
the satisfaction of the terms and conditions set forth in Section 12.1(b). 

(ii)        Any such transferee shall carry on the business of the Partnership
without dissolution. 
 (b)        A Person shall be admitted as a substitute or
successor General Partner of the Partnership only if the following terms and conditions are satisfied: 

(i)        the Person to be admitted as a substitute or additional General Partner
shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person
as a General Partner; 
 (ii)        if the Person to be admitted as a
substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound
by the terms and provisions of this Agreement; and 

(iii)        counsel for the Partnership shall have rendered an opinion (relying
on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of
such Person as a substitute or additional General Partner will cause 

 (A)        the Partnership to be classified other than as a partnership for
federal income tax purposes, or 
  (B)        the loss of any
Limited Partner’s limited liability. 
 (c)        In the case of such admission on
any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in
Section 11.6(d) hereof. 

  
 50 









  

	12.2	Admission of Additional Limited Partners 

 (a)        A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional
Limited Partner only upon furnishing to the General Partner 

(i)        evidence of acceptance in form satisfactory to the General Partner of
all of the terms and conditions of this Agreement and the applicable Exchange Rights Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and 

(ii)        such other documents or instruments as may be required in the
discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner. 

(b)        (i)        Notwithstanding anything to the
contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion.

 (ii)        The admission of any Person as an Additional Limited
Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. 

(c)        (i)        If any Additional Limited Partner
is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among
such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method.

 (ii)        (A)        Solely
for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all of the Partners and Assignees, including such Additional Limited Partner.

 (B)        distributions pursuant to Section 5.1(a) with respect
to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees, other than the Additional Limited Partner, and all distributions pursuant to Section 5.1(a) thereafter shall be made to
all of the Partners and Assignees, including such Additional Limited Partner. 

(d)        Upon the admission of the first Additional Limited Partner to the Partnership, the
Initial Limited Partner’s original interest in the Partnership shall automatically, and without further action on the part of the Initial Limited Partner or the Partnership, be withdrawn. 

  
 51 









  

	12.3	Amendment of Agreement and Certificate of Limited Partnership 

 For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare
as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to
Section 2.4 hereof. 
 ARTICLE 13 
 DISSOLUTION, LIQUIDATION AND TERMINATION 
  

	13.1	Dissolution 


(a)        The Partnership shall not be dissolved by the admission of Substituted Limited
Partners, Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the
Partnership. 
 (b)        The Partnership shall dissolve, and its affairs shall be
wound up, only upon the first to occur of any of the following (“Liquidating Events ”): 

(i)        the expiration of its term as provided in Section 2.5 hereof;

 (ii)        an event of withdrawal of the General Partner, as defined
in the Act (other than an event of bankruptcy), unless, within ninety (90) days after such event of withdrawal, a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the
Partnership and to the appointment, effective as of the date of withdrawal, of a successor General Partner; 

(iii)        an election to dissolve the Partnership made by the General Partner,
with the Consent of the Limited Partners holding at least a majority of the Percentage Interest of the Limited Partners (including Limited Partner Interests held by the General Partner); 

(iv)        entry of a decree of judicial dissolution of the Partnership pursuant
to the provisions of the Act; 
 (v)        a Capital Transaction;

 (vi)        a final and non-appealable judgment is entered by a court
of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or
state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the entry of such order or judgment and a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of
the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner. 

  
 52 









  
 As used herein, a
“majority in interest” shall refer to Partners (excluding the General Partner) who hold more than fifty percent (50%) of the outstanding Percentage Interests not held by the General Partner. 

 

	13.2	Winding Up 


(a)        (i)        Upon the occurrence of a Liquidating
Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. 

(ii)        No Partner shall take any action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Partnership’s business and affairs. 

(iii)        The General Partner, or, in the event there is no remaining General
Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for
overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value
thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: 

(A)        First, to the payment and discharge of all of the Partnership’s
debts and liabilities to creditors other than the Partners; 

(B)        Second, to the payment and discharge of all of the Partnership’s
debts and liabilities to the General Partner; 
 (C)        Third, to
the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and 

(D)        the balance, if any, shall be distributed to all Partners with
positive Capital Accounts. 
 (iv)        The General Partner shall not
receive any additional compensation for any services performed pursuant to this Article 13. 

(v)        Any distributions pursuant to this Section 13.2(a) shall be made
by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). 
 (b)        (i)        Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets
of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or
would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners
as creditors) or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for
liquidation. 

  
 53 









  

(ii)        Any such distributions in kind shall be made only if, in the good
faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and
equitable and to any agreements governing the operation of such properties at such time. 

(iii)        The Liquidator shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt. 

(c)        In the discretion of the Liquidator, a pro rata portion of the distributions that
would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: 

(A)        distributed to a trust established for the benefit of the General
Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of
or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed
to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or 
 (B)        withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any
installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner and Limited Partners in the manner and order of priority set forth in Section 13.2(a), as soon as
practicable. 
  

	13.3	No Obligation to Contribute Deficit 

 If any Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation
occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose
whatsoever. 
  

	13.4	Rights of Limited Partners 


(a)        Except as otherwise provided in this Agreement, each Limited Partner shall look solely
to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. 

  
 54 









  

(b)        Except as otherwise provided in this Agreement, no Limited Partner shall have priority
over any other Partner as to the return of its Capital Contributions, distributions, or allocations. 
  

	13.5	Notice of Dissolution 

 In
the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall,
within thirty (30) days thereafter, provide written notice thereof to each of the Partners. 
  

	13.6	Termination of Partnership and Cancellation of Certificate of Limited Partnership 


Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be
terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to
terminate the Partnership shall be taken. 
  

	13.7	Reasonable Time for Winding-Up 

 A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof in order to minimize any
losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation. 
  

	13.8	Waiver of Partition 

 Each
Partner hereby waives any right to partition of the Partnership property. 
 ARTICLE 14 

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS 
  

	14.1	Amendments 


(a)        (i)        The General Partner shall have the
power, without the consent of the Limited Partners, to amend this Agreement except as set forth in Section 14.1(b) hereof. 
 (ii)        The General Partner shall provide notice to the Limited Partners when any action under this Section 14.1(a) is taken in the next regular
communication to the Limited Partners. 
 (b)        Notwithstanding
Section 14.1(a) hereof, this Agreement shall not be amended with respect to 

(i)        any Partner adversely affected without the Consent of such Partner
adversely affected if such amendment would: 

  
 55 









  

(A)        convert a Limited Partner’s interest in the Partnership into a
General Partner Interest; 
 (B)        modify the limited liability of
a Limited Partner in a manner adverse to such Limited Partner; or 

(C)        amend this Section 14.1(b)(i). 

(ii)        any Limited Partner adversely affected without the Consent of Limited
Partners holding more than fifty percent (50%) of the outstanding Percentage Interests of the Limited Partners adversely affected if such amendment would: 
 (A)        alter or change Exchange Rights; 
 (B)        create an obligation to make Capital Contributions not contemplated in this Agreement; 

(C)        alter or change the terms of this Agreement or the Exchange Rights
Agreement regarding the rights of the limited partners with respect to Business Combinations; 

(D)        alter or change the distribution and liquidation rights provided in
Section 5 and 13 hereto, except as otherwise permitted under this Agreement; or 

(E)        amend this Section 14.1(b)(ii). 

Section 14.1(b)(i) does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all
Partners adversely affected. 
  

	14.2	Meetings of the Partners 


(a)        (i)        Meetings of the Partners may be
called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. 

(ii)        The request shall state the nature of the business to be transacted.

 (iii)        Notice of any such meeting shall be given to all Partners
not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. 

(iv)        Partners may vote in person or by proxy at such meeting. 

(v)        Whenever the vote or Consent of the Limited Partners is permitted or
required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof. 

  
 56 









  

(vi)        Except as otherwise expressly provided in this Agreement, the Consent
of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control. 

(b)        (i)        Subject to
Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the
Partners (or such other percentage as is expressly required by this Agreement). 

(ii)        Such consent may be in one instrument or in several instruments, and
shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). 

(iii)        Such consent shall be filed with the General Partner. 

(iv)        An action so taken shall be deemed to have been taken at a meeting
held on the effective date of the consent as certified by the General Partner. 

(c)        (i)        Each Limited Partner may authorize
any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. 

(ii)        Every proxy must be signed by the Partner or an attorney-in-fact and a
copy thereof delivered to the Partnership. 
 (iii)        No proxy shall
be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. 
 (iv)        Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of
written notice of such revocation from the Partner executing such proxy. 

(d)        (i)        Each meeting of the Partners shall
be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. 

(ii)        Meetings of Partners may be conducted in the same manner as meetings
of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner. 
 ARTICLE 15 
 GENERAL PROVISIONS 

 

	15.1	Addresses and Notice 

 Any
notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or five days after being sent by first class
United States mail or by overnight delivery or via facsimile to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing. Notwithstanding the foregoing, the
General Partner may elect to deliver any such notice, demand, request or report by E-mail or by any other electronic means, in which case such communication shall be deemed given or made one day after being sent. 

  
 57 









  

	15.2	Titles and Captions 

 All
article or section titles or captions in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as
specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement. 
  

	15.3	Pronouns and Plurals 


Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 
  

	15.4	Further Action 

 The
parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. 

 

	15.5	Binding Effect 

 This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. 

 

	15.6	Creditors 

 Other than as
expressly set forth herein with respect to the Indemnities, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership. 

 

	15.7	Waiver 

 No failure by any
party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition. 
  

	15.8	Counterparts 

 This
Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall
become bound by this Agreement immediately upon affixing its signature hereto. 

  
 58 









  

	15.9	  Applicable Law 


  This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of laws thereof. 
  

	15.10	  Invalidity of Provisions 

   If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall
not be affected thereby. 
  

	15.11	  Entire Agreement 

   This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or
agreements among them with respect thereto. 
  

	15.12	  Merger 


  Subject to Section 4.2 herein, the Partnership may merge with, or consolidate into, any Person or Entity in accordance
with Section 17-211 of the Act. 
  

	15.13	  No Rights as Stockholders 

   Nothing contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as stockholders of the General Partner, including, without
limitation, any right to receive dividends or other distributions made to shareholders or to vote or to consent or receive notice as shareholders in respect to any meeting or shareholders for the election of directors of the General Partner or any
other matter. 
 [SIGNATURE PAGE FOLLOWS] 

  
 59 









  
 Signature Page to
Agreement of Limited Partnership of Carter/Validus Operating 
 Partnership, LP, by and among the undersigned and
the other parties thereto. 
  
  
			
	GENERAL PARTNER:
	
	CARTER VALIDUS MISSION CRITICAL REIT, INC.
		
	By:	 	 /s/    Todd M. Sakow

		 	Todd M. Sakow
		 	 Chief Financial Officer

	
	LIMITED PARTNER:
	
	CARTER/VALIDUS ADVISORS, LLC
		
	By:	 	 /s/    John E. Carter

		 	 John E. Carter

		 	 Chief Executive Officer and Chief Investment Officer

	
	SPECIAL LIMITED PARTNER:
	
	CARTER/VALIDUS ADVISORS, LLC
		
	By:	 	 /s/    John E. Carter

		 	 John E. Carter

		 	 Chief Executive Officer and Chief Investment Officer




  
 60 









  
 Corporate/Limited
Liability Company Additional Limited Partner Signature Page to Agreement 
 of Limited Partnership of Carter/Validus
Operating Partnership, LP, by and among the 
 undersigned and the other parties thereto. 

 

							
	Dated:                          ,
20    	 		 	[Name of Corporation/LLC]
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:


  
 61 









  
 Individual
Additional Limited Partner Signature Page to Agreement of Limited Partnership of 
 Carter/Validus Operating Partnership,
LP, by and among the undersigned and the other parties 
 thereto. 

 

							
	Dated:                     ,    
20    	 		 		 	  



  
 62 









  
 Partnership Limited
Partner Signature Page to Agreement of Limited Partnership of 
 Carter/Validus Operating Partnership, LP, by and among the
undersigned and the other parties 
 thereto. 

 

							
	Dated:                          ,
20    	 		 	[Name of LP]
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:


  
 63 









  
 Exhibit A

 Partners’ Contributions and Partnership Interests 

 

															
	
Name and Address of Partner
	 	 Type of Interest
	 	Capital
Contribution	 	 	Number of
Partnership Units	 	 	Percentage
Interest	 
	 Carter Validus Mission Critical REIT, Inc.
	 		 				 				 			
	  
 4211 West Boy Scout
Blvd., Suite 500
 Tampa, Florida 33607
	 	 General Partnership
 Interest
	 	$	200,000	  	 	 	20,000	  	 	 	99.01 	% 
	 Carter/Validus Advisors, LLC
	 		 				 				 			
	  
 4211 West Boy Scout
Blvd., Suite 500
 Tampa, Florida 33607
	 	 Limited Partnership
 Interest
	 	$	2,000	  	 	 	200	  	 	 	0.99 	% 
	 Carter/Validus Advisors, LLC
	 	Subordinated 15% interest in	 				 				 			
	  
 4211 West Boy Scout
Blvd., Suite 500
 Tampa, Florida 33607
	 	distributions described in Section 5.1(b)(ii)(A)	 	 	None	  	 	 	Not applicable	  	 	 	Not applicable	  


  
 A-1









  
 Exhibit B

 Allocations 

1.        Allocation of Net Income and Net Loss. Except as otherwise provided in this Agreement, Net
Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership shall be allocated among the Partners in a manner such that the Capital Account of each Partner, immediately after making such
allocation, is, as nearly as possible, equal proportionately to (i) the distributions that would be made to such Partner pursuant to Section 5.1(b) if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal
to their Gross Asset Value, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Partnership were distributed in
accordance with Section 5.1(b) to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partnership minimum gain (within the meaning of Regulation Section 1.704-2(d)) and Partner nonrecourse
debt minimum gain (within the meaning of Regulation Section 1.704-2(i)(5)), computed immediately prior to the hypothetical sale of assets. 

2.        Special Allocations. Notwithstanding any provisions of paragraph 1 of this Exhibit B, the
following special allocations shall be made. 
 (a)        Minimum Gain Chargeback
(Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of
Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Regulations Section 1.704-2(f). The items
to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be
interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. 

(b)        Partner Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that
Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be
determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the
Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. 

  
 B-1









  

(c)        Qualified Income Offset. In the event a Partner unexpectedly receives any
adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain
shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a
“qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. 
 (d)        Other Chargeback of Impermissible Negative Capital Account. To the extent any Partner has an Adjusted Capital Account Deficit at the end of any
Partnership fiscal year, each such Partner shall be specially allocated items of Partnership income (including gross income) and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this paragraph 2(d)
shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Exhibit B have been tentatively made as if this paragraph 2(d) were not in the Agreement.

 (e)        Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year
or other applicable period shall be allocated to the Partners in accordance with their respective Percentage Interests. 

(f)        Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal
year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and
1.704-2(i)(1) of the Regulations). 
 (g)        Section 754 Adjustment. To
the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be
taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and
such gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Regulations. 

(h)        Gross Income Allocation. There shall be specially allocated to the General
Partner an amount of Partnership income and gain during each Partnership Year or portion thereof, before any other allocations are made hereunder, which is equal to the excess, if any, of the cumulative distributions of cash made to the General
Partner under Section 7.3(b) hereof over the cumulative allocations of Partnership income and gain to the General Partner pursuant to this Section 2(h) of this Exhibit B. 

 

	3.	Tax Allocations. 


(a)        Items of Income or Loss. Except as is otherwise provided in this Exhibit B, an
allocation of Partnership Net Income or Net Loss to a Partner shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure
(or item treated as such expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) (“Tax Items”) that is taken into account in computing Net Income or Net Loss. 

  
 B-2









  

(b)        Section 1245/1250 Recapture. If any portion of gain from the sale of
Partnership assets is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then such Affected Gain shall be allocated among the Partners in the same proportion that the
depreciation and amortization deductions giving rise to the Affected Gain were allocated. This subparagraph 3(b) shall not alter the amount of Net Income (or items thereof) allocated among the Partners, but merely the character of such Net Income
(or items thereof). For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as
Net Income and Net Loss for such respective period. 
 (c)        Precontribution
Gain, Revaluations. With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole
discretion, to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain,
loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for
federal income tax purposes because the Partnership has revalued such asset pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code
and the Regulations and the methods of allocation promulgated thereunder. The intent of this subparagraph 3(c) is that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of
depreciation, increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This subparagraph 3(c) is to be interpreted consistently with such intent. 

(d)        Excess Nonrecourse Liability Safe Harbor. Pursuant to Regulations
Section 1.752-3(a)(3), solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership (as defined in Regulations Section 1.752-3(a)(3)), the Partners’
respective interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who has contributed an asset to the Partnership shall be allocated, to
the extent possible, a share of “excess nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income pursuant to
Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability Shortfall”). In the event there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse
liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of, the Liability Shortfall shall be allocated to each Partner. 

  
 B-3









  

(e)        References to Regulations. Any reference in this Exhibit B or the Agreement to a
provision of proposed and/or temporary Regulations shall, in the event such provision is modified or renumbered, be deemed to refer to the successor provision as so modified or renumbered, but only to the extent such successor provision applies to
the Partnership under the effective date rules applicable to such successor provision.) 

(f)        Successor Partners. For purposes of this Exhibit B, a transferee of a
Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the
transferor Partner pursuant to this Agreement. 

  
 B-4









  
 Exhibit C

 EXCHANGE RIGHTS AGREEMENT 
 THIS EXCHANGE RIGHTS AGREEMENT (this “ Agreement ”), dated as of         , 20    , is entered into by and among Carter
Validus Mission Critical REIT, Inc., a Maryland corporation (the “Company”), Carter/Validus Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ”), and the Persons
whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time). 
 RECITALS : 

 

	 	(c)	The Company, together with certain other limited partners, has formed the Operating Partnership pursuant to the Agreement of Limited Partnership of the Operating
Partnership dated                     , 2010 (as such agreement may be amended or amended and restated from time to time, the “
Partnership Agreement ”). 

  

	 	(d)	Pursuant to the Partnership Agreement, the Limited Partners (as defined below) directly or indirectly hold units of limited partnership interest (“
Partnership Units ”) in the Operating Partnership. 

  

	 	(e)	The Operating Partnership has agreed to provide the Limited Partners with certain direct or indirect rights to exchange their Partnership Units for cash or, at the
election of the Company, for shares of the Company’s common stock, $0.01 par value per share (the “ REIT Stock ”). 

 Accordingly, the parties hereto do hereby agree as follows: 
 ARTICLE I 

DEFINED TERMS 

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in
this Agreement. 
 “ Assignee ” means a Person to whom one or more Partnership Units have
been transferred in a manner permitted under the Partnership Agreement, but who has not become a substituted Limited Partner in accordance therewith. 
 “ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to
close. 
 “ Cash Amount ” means an amount of cash per Partnership Unit equal to the
Value on the Valuation Date of the REIT Stock Amount. 

  
 C-1









  
 “
Exchange Factor ” means 1.0, provided, that in the event that the Company (i) declares or pays a dividend on its outstanding REIT Stock in REIT Stock or makes a distribution to all holders of its outstanding REIT Stock in
REIT Stock; (ii) subdivides its outstanding REIT Stock; or (iii) combines its outstanding REIT Stock into a smaller number of shares of REIT 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 REIT 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 REIT 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. 

“ Exchanging Partner ” has the meaning set forth in Section 2.1 hereof. 

“ Exchange Right ” has the meaning set forth in Section 2.1 hereof. 

“ Lien ” means any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance,
pledge, option, right of first offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever. 

“ Limited Partner ” means any Person, other than the Company, named as a Limited Partner on Exhibit A, as such
Exhibit may be amended from time to time. 
 “ Notice of Exchange ” means the Notice of
Exchange substantially in the form of Exhibit B to this Agreement. 
 “ Offering ” means
the offering of the Company’s common stock, par value $.01 per share, pursuant to a registration statement on Form S-11 filed with the Securities and Exchange Commission. 
 “ Person ” shall mean an individual, partnership, corporation, limited liability company, trust, estate, or unincorporated organization, or other entity, or a
government or agency or political subdivision thereof. 
 “ REIT Stock Amount ”
means that number of shares of REIT Stock equal to the product of the number of Partnership Units offered for exchange by an Exchanging Partner, multiplied by the Exchange Factor as of the Valuation Date, provided, that in the event the
Company or the Operating Partnership issues to all holders of REIT Stock rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Stock, or any other securities or property
(collectively, the “rights”), then the REIT Stock Amount shall also include such rights that a holder of that number of shares of REIT Stock would be entitled to receive. 

“ SEC ” means the Securities and Exchange Commission. 

“ Specified Exchange Date ” means the tenth (10th) Business Day after receipt by the Operating
Partnership and the Company of a Notice of Exchange; provided, however, that if the Operating Partnership has more than 99 partners, as determined in accordance with the provisions of Treasury Regulation Section 1.7704-1(h), then the Specified
Exchange Date shall mean the thirty-first (31st) calendar day after receipt by the Operating Partnership and the Company of a Notice of Exchange. 

  
 C-2









  
 “
Valuation Date ” means the date of receipt by the Operating Partnership and the Company of a Notice of Exchange or, if such date is not a Business Day, the first Business Day thereafter. 

“ Value ” means, with respect to shares of REIT Stock, the average of the daily market price for
the five (5) consecutive trading days immediately preceding the Valuation Date. The market price for each such trading day shall be: 
   (i)        if the REIT Stock is listed or admitted to trading on the New York Stock Exchange (the “NYSE”) or any other national securities
exchange, the closing price on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; or 
  (ii)        if the REIT Stock is not listed or admitted to trading on the NYSE or any other national securities exchange, the last reported sale price on such
day; or 
   (iii)        if no sale takes place on such day,
the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the Company or if the REIT Stock is not then traded on any market, as determined in good faith by the Company’s Independent
Directors (as defined by the Company’s charter). 
 In the event the REIT Stock Amount includes rights that a holder of REIT Stock would be
entitled to receive, then the Value of such rights shall be determined by the independent directors of the Company acting in good faith on the basis of such quotations and other information as they consider, in their reasonable judgment,
appropriate. 
 ARTICLE II 
 EXCHANGE RIGHT 

2.1        Exchange Right. (a) Subject to Sections 2.2, 2.3, 2.4 and 2.5 hereof,
and subject to any limitations under applicable law, the Operating Partnership hereby grants to each Limited Partner and each Limited Partner hereby accepts the right (the “ Exchange Right ”), exercisable (i) on or after
the date that is one (1) year after the closing of the Offering or (ii) upon the liquidation of the Operating Partnership or the sale of all or substantially all of the assets of the Operating Partnership, to exchange on a Specified
Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount. 
  (b)        The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Operating Partnership, with a copy delivered to the Company, by
the Limited Partner who is exercising the Exchange Right (the “ Exchanging Partner ”); provided, however, that the Company, on behalf of the Operating Partnership, may elect, after a Notice of Exchange is delivered, to
satisfy the Exchange Right which is the subject of such notice in accordance with Section 2.2. 

  
 C-3









  

(c)        A Limited Partner may exercise the Exchange Right from time to time with respect to
part or all of the Partnership Units that it owns, as selected by the Limited Partner, provided that, except as provided in the Agreement, a Limited Partner may not exercise the Exchange Right for less than one thousand (1,000) Partnership
Units unless such Limited Partner then holds less than one thousand (1,000) Partnership Units, in which event the Limited Partner must exercise the Exchange Right for all of the Partnership Units held by such Limited Partner. 

(d)        An Exchanging Partner shall have no right with respect to any Partnership Units so
exchanged to receive any distributions paid after the Specified Exchange Date with respect to such Partnership Units. 

(e)        Any Assignee of a Limited Partner may exercise the rights of such Limited Partner
pursuant to this Article 2, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. 

(f)        In connection with any exercise of such rights by an Assignee on behalf of a Limited
Partner, the Cash Amount or the REIT Stock Amount, as the case may be, shall be satisfied by the Operating Partnership or the Company, as the case may be, directly to such Assignee and not to such Limited Partner. 

2.2        Option of Company to Exchange for REIT Stock. (a) Notwithstanding the
provisions of Section 2.1, the Company may, on behalf of the Operating Partnership, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Stock set forth in the Company’s charter), elect to
assume directly and satisfy an Exchanging Partner’s Exchange Right by exchanging REIT Stock and rights equal to the REIT Stock Amount on the Specified Exchange Date for the Partnership Units offered for exchange by the Exchanging Partner,
whereupon the Company shall acquire the Partnership Units offered for exchange by the Exchanging Partner and shall be treated for all purposes of the Partnership Agreement as the owner of such Partnership Units. Unless the Company, in its sole and
absolute discretion, shall exercise its right to assume directly and satisfy the Exchange Right, the Company shall not have any obligation to the Exchanging Partner or to the Operating Partnership with respect to the Exchanging Partner’s
exercise of the Exchange Right. If the Company shall exercise its right to satisfy the Exchange Right in the manner described in the first sentence of this Section 2.2 and shall fully perform its obligations in connection therewith, the
Operating Partnership shall have no right or obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner’s exercise of the Exchange Right, and each of the Exchanging Partner, the Operating Partnership and the
Company shall, for federal income tax purposes, treat the transaction between the Company and the Exchanging Partner as a sale of the Exchanging Partner’s Partnership Units to the Company. Nothing contained in this Section 2.2 shall imply
any right of the Company to require any Limited Partner to exercise the Exchange Right afforded to such Limited Partner pursuant to Section 2.1. 
  (b)        In the event the Company shall elect to satisfy, on behalf of the Operating Partnership, an Exchanging Partner’s Exchange Right by exchanging REIT
Stock for the Partnership Units offered for exchange, 

  
 C-4









  

(i)        the Company hereby agrees so to notify the Exchanging Partner within
five (5) Business Days after the receipt by the Company of such Notice of Exchange, 

(ii)        each Exchanging Partner hereby agrees to execute such documents and
instruments as the Company may reasonably require in connection with the issuance of REIT Stock upon exercise of the Exchange Right, and 
 (iii)        the Company hereby agrees to deliver stock certificates representing fully paid and nonassessable shares of REIT Stock. 

2.3        Prohibition of Exchange for REIT Stock. Notwithstanding anything herein to the
contrary, the Company shall not be entitled to satisfy an Exchanging Partner’s Exchange Right pursuant to Section 2.2 if the delivery of REIT Stock to such Limited Partner by the Company pursuant to Section 2.2 (regardless of the
Operating Partnership’s obligations to the Limited Partner under Section 2.1) 

  (a)        would be prohibited under the Articles of Incorporation of the Company,

   (b)        if the Company has elected REIT status, would otherwise
jeopardize the REIT status of the Company, or 
   (c)        would cause the
acquisition of the REIT Stock by the Limited Partner to be “integrated” with any other distribution of REIT Stock by the Company for purposes of complying with the registration provisions of the Securities Act. 

2.4        Payment Date. Any Cash Amount to be paid to an Exchanging Partner shall be paid
on the Specified Exchange Date; provided, however, that the Operating Partnership may elect to cause the Specified Exchange Date to be delayed for up to an additional 180 days to the extent required for the Company to cause additional REIT Shares to
be issued to provide financing to be used to make such payment of the Cash Amount by the Operating Partnership. 

2.5        Expiration of Exchange Right. The Exchange Right shall expire with respect to
any Partnership Units for which an Exchange Notice has not been delivered to the Operating Partnership and the Company on or before December 31, 2040. 
 2.6        Effect of Exchange. (a) Any exchange of Partnership Units pursuant to this Article 2 shall be deemed to have occurred as of the Specified Exchange
Date for all purposes, including without limitation the payment of distributions or dividends in respect of Partnership Units or REIT Stock, as applicable. 
    (b)        Any Partnership Units acquired by the Company pursuant to an exercise by any Limited Partner of an Exchange Right shall be deemed to be
acquired by and reallocated or reissued to the Company. 
   (c)        The
Company, as general partner of the Operating Partnership, shall amend the Partnership Agreement to reflect each such exchange and reallocation or reissuance of Partnership Units and each corresponding recalculation of the Partnership Units of the
Limited Partners. 

  
 C-5









  
 ARTICLE III 

OTHER PROVISIONS 
  3.1        Covenants of the Company. (a) At all times during the pendency of the Exchange Right, the Company shall reserve for issuance such number
of shares of REIT Stock as may be necessary to enable the Company to issue such shares in full payment of the REIT Stock Amount in regard to all Partnership Units held by Limited Partners which are from time to time outstanding. 

    (b)        During the pendency of the Exchange Right, the Company shall
deliver to Limited Partners in a timely manner all reports filed by the Company with the SEC to the extent the Company also transmits such reports to its stockholders and all other communications transmitted from time to time by the Company to its
stockholders generally. 
     (c)        The Company shall notify
each Limited Partner, upon request, of the then current Exchange Factor and such notice will include a reasonable explanation of the Exchange Factor calculation to be applied at such time. 

3.2        Fractional Shares. (a) No fractional shares of REIT Stock shall be issued
upon exchange of Partnership Units. 
      (b)        The
number of full shares of REIT Stock which shall be issuable upon exchange of Partnership Units (or the cash equivalent amount thereof if the Cash Amount is paid) shall be computed on the basis of the aggregate amount of Partnership Units so
surrendered. 
     (c)        Instead of any fractional shares of
REIT Stock which would otherwise be issuable upon exchange of any Partnership Units, the Operating Partnership shall pay a cash adjustment in respect of such fraction in an amount equal to the Cash Amount of a Partnership Unit multiplied by such
fraction. 
  3.3        Investment Representations and Warranties. By
delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such
Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: 

    (a)        (i) such Exchanging Partner has received and reviewed

 (A)        a copy of the prospectus contained in the Registration
Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “ Prospectus
” ), and 

  
 C-6









  

    (B)        if the Company is filing reports under the
Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “ SEC Reports ”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the
Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, 
 and understands
the risks of, and other considerations relating to, an investment in REIT Stock. 

    (ii)        Such Exchanging Partner, by reason of its
business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, 

    (A)        has such knowledge, sophistication and
experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock,

     (B)        is capable of protecting its own
interest or has engaged representatives or advisors to assist it in protecting its interests and 

    (C)        is capable of bearing the economic risk of
such investment. 
 (iii)       (A) Such Exchanging Partner is an “accredited
investor” as defined in Rule 501 of the regulations promulgated under the Securities Act. 

    (B)        If such Exchanging Partner has retained or
retains a person to represent or advise it with respect to its investment in REIT Stock, such Exchanging Partner will advise the Company of such retention and, at the Company’s request, such Exchanging Partner shall, prior to or at delivery of
the REIT Stock hereunder, 

                 (I)  
      acknowledge in writing such representation and 

                 (II)  
     cause such representative or advisor to deliver a certificate to the Company containing such representations as may be reasonably requested by the Company. 

    (b)        (i) Such Exchanging Partner understands that an investment
in the Company involves substantial risks. 

    (ii)        Such Exchanging Partner has been given the
opportunity to make a thorough investigation of the activities of the Company and has been furnished with materials relating to the Company and its activities, including, without limitation, each Prospectus and the SEC Reports. 

  
 C-7









  

    (iii)        Such Exchanging Partner has relied and is
making its investment decision based upon the Prospectus/Consent Solicitation Statement relating to the Consolidation and any subsequent Prospectus, the SEC Reports and other written information provided to the Exchanging Partner by or on behalf of
the Company and, as applicable, such Exchanging Partner’s position as a director or executive officer of the Company. 
     (c)        (i) The REIT Stock to be issued to such Exchanging Partner hereunder will be acquired by such Exchanging Partner for its own
account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. 

    (ii)        Such Exchanging Partner was not formed for
the specific purpose of acquiring an interest in the Company. 

    (d)        (i) Such Exchanging Partner acknowledges that 

    (A)        the shares of REIT Stock to be issued to such
Exchanging Partner hereunder have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, the
certificates representing such shares of REIT Stock will bear a legend to such effect, 

    (B)        the Company’s and the Operating
Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Exchanging Partner contained herein, 

    (C)        the REIT Stock to be issued to such Exchanging
Partner hereunder may not be resold or otherwise distributed unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, 

    (D)        there may be no market for unregistered shares
of REIT Stock, and 
     (E)        the Company has
no obligation or intention to register such REIT Stock under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except as provided in the
Registration Rights Agreement entered into by the Company and the Exchanging Partner (the “ Registration Rights Agreement ”). 
     (ii)        Such Exchanging Partner acknowledges that because of the restrictions on transfer or assignment of such REIT Stock to be issued
hereunder, such Exchanging Partner may have to bear the economic risk of its investment in REIT Stock issued hereunder for an indefinite period of time, although the holder of any such REIT Stock will be afforded certain rights to have such REIT
Stock registered under the Securities Act and applicable state securities laws pursuant to the Registration Rights Agreement. 

  
 C-8









  

    (e)        The address set forth under such Exchanging Partner’s name
in the Notice of Exchange is the address of the Exchanging Partner’s principal place of business or, if a natural person, the address of the Exchanging Partner’s residence, and such Exchanging Partner has no present intention of becoming a
resident of any country, state or jurisdiction other than the country and state in which such principal place of business or residence is situated. 
 ARTICLE IV 
 GENERAL PROVISIONS 

4.1        Addresses and Notice. Any notice, demand, request or report required or
permitted to be given or made to the Operating Partnership, the Company, a Limited Partner or Assignee, as the case may be, under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first
class United States mail or by other similarly reliable means of written communication to the Operating Partnership, the Company, a Limited Partner or Assignee, as the case may be, at the address listed on the records of the Operating Partnership.

 4.2        Titles and Captions. All article or section titles or captions in
this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to
“Articles” and “Sections” are to Articles and Sections of this Agreement. 

4.3        Pronouns and Plurals. Whenever the context may require, any pronoun used in
this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 
 4.4        Further Action and Additional Restrictions. The parties shall execute and deliver all documents, provide all information and take or refrain from
taking action as may be necessary or appropriate to achieve the purposes of this Agreement. 

4.5        Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. 
 4.6        Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to
exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. 
 4.7        Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. 

  
 C-9









  

4.8        Applicable Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. 

4.9        Invalidity of Provisions. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 
 4.10        Entire Agreement. This Agreement contains the entire understanding and agreement among the Limited Partners, the Operating Partnership and the
Company with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto. 
 4.11        Amendment. This Agreement may be amended from time to time with the consent of the Company by a vote of the Limited Partners in the same manner
as the Partnership Agreement (in accordance with Section 14.1(a) thereof) may be amended as provided therein, provided, however , that the Company shall vote its limited partnership interests in proportion to the votes of the other
Limited Partners. 

  
 C-10









  
 IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above. 
  

			
	THE COMPANY:
	
	CARTER VALIDUS MISSION CRITICAL REIT, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	OPERATING PARTNERSHIP:
	
	CARTER/VALIDUS OPERATING PARTNERSHIP, LP
		
	By:	 	Carter Validus Mission Critical REIT, Inc., its General Partner
		
	By:	 	  

		 	Name:
		 	Title:









  
 Exhibit A - Exchange
Rights Agreement 
 Name and Address of Limited Partner 







  
 Exhibit B –
Exchange Rights Agreement 
 Notice of Exchange 
 The undersigned Limited Partner hereby irrevocably (i) exchanges              Partnership Units in Carter/Validus Operating Partnership,
LP, in accordance with the terms of the Exchange Rights Agreement, dated as of                     , 20     (the “
Exchange Rights Agreement ” ), and the Exchange Right referred to therein; (ii) surrenders such Partnership Units and all right, title and interest therein; and (iii) directs that the Cash Amount or REIT Stock
Amount (as determined by the Company) deliverable upon exercise of the Exchange Right be delivered to the address specified below, and if REIT Stock is to be delivered, such REIT Stock will be registered or placed in the name(s) and at the
address(es) specified below. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Exchange Rights Agreement. 
 The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear, other than any encumbrance arising
pursuant to the Partnership Agreement, of the rights or interests of any other person or entity; (b) has the full right, power, and authority to exchange and surrender such Partnership Units as provided herein; and (c) has obtained the
consent or approval of all persons or entities, if any, (other than consent or approval that may be required of the Company or the Operating Partnership) having the right to consent or approve such exchange and surrender on the part of the
undersigned. 
 The undersigned hereby makes the representations and warranties contained in Section 3.3 of the Exchange
Rights Agreement as if such representations and warranties had been set forth in full in this Notice of Exchange. 
  

									
	Dated:	 	  
	 		 	  

		 		 		 	Name of Limited Partner (Please Print)
				
	Signature guaranteed by:	 		 		 	
			
		 		 	  

		 		 		 	(Signature of Limited Partner)
	  
	 		 		 	
				
		 		 		 	  

		 		 		 	(Street Address)
				
		 		 		 	  

		 		 		 	(City)
(State)                                (Zip Code)
		 		 		 	  
 If REIT Stock is to be issued, issue to:

 

		 		 		 	Name:	 	  









  
 Exhibit D

 (Certificate of Limited Partnership)