8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2018

___________________________________________

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________________

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

4890 West Kennedy Blvd.

Suite 650

Tampa, Florida 33609

(Address of principal executive offices)

(813) 287-0101

(Registrant’s telephone number, including area code)

N/A

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

___________________________________________

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement.

The information reported in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2018, Carter Validus Operating Partnership II, LP (“CVOP II”), the operating partnership of Carter Validus Mission Critical REIT II, Inc. (the “Company”), and certain of the Company’s subsidiaries entered into the Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as amended, the "KeyBank Credit Facility Agreement”) with KeyBank National Association (“KeyBank”) as Administrative Agent for the lenders. The maximum commitments available to date under the KeyBank Credit Facility Agreement are $700,000,000, consisting of a $450,000,000 revolving line of credit, with a maturity date of April 27, 2022, subject to CVOP II’s right to one, 12-month extension period, and a $250,000,000 term loan, with a maturity date of April 27, 2023. Subject to certain conditions, the maximum commitments available under the KeyBank Credit Facility Agreement can be increased to $1,000,000,000.

The actual amount of credit available under the KeyBank Credit Facility Agreement is a function of certain loan-to-cost, loan-to-value and debt service coverage ratios contained in the KeyBank Credit Facility Agreement.

On October 23, 2018, three wholly-owned subsidiaries of CVOP II entered into a joinder agreement with KeyBank, as Administrative Agent (the "Joinder Agreement"), to become subsidiary guarantors under the KeyBank Credit Facility Agreement and to add two healthcare properties owned by HCII-2006 4th Street, LLC and HCII-307 E. Scenic Valley Avenue, LLC and one data center property owned by DCII-4726 Hills and Dales Road NW, LLC to the collateralized pool of the KeyBank Credit Facility Agreement, which increased CVOP II’s total pool availability under the KeyBank Credit Facility Agreement by approximately $12,800,000. In addition, CVOP II entered into an amendment to collateral assignment of interests dated as of October 23, 2018 with KeyBank, as Agent (the “Collateral Assignment Amendment”), to pledge CVOP II’s interest in the wholly-owned subsidiaries that are parties to the Joinder Agreements to KeyBank as collateral under the KeyBank Credit Facility Agreement. The material terms of the Joinder Agreement and Collateral Assignment Amendment are qualified in their entirety by the terms of the agreements attached hereto as Exhibits 10.1 through Exhibit 10.2 and are incorporated herein by reference.

As of October 26, 2018, CVOP II had a total pool availability under the KeyBank Credit Facility Agreement of $514,247,000 and an aggregate outstanding principal balance of $340,000,000. As of October 26, 2018, $174,247,000 remained to be drawn on the KeyBank Credit Facility Agreement.

Item 8.01 Other Events.

2018 Quarterly Repurchases

On October 10, 2018, Carter Validus Mission Critical REIT II, Inc. (the "Company") repurchased in full all valid repurchase requests received from July 26, 2018 through September 24, 2018. The first quarter of 2019 Repurchase Date (as defined below) will be on or around January 10, 2019, as further described in this Current Report on Form 8-K.

Fifth Amended and Restated Share Repurchase Program

The board of directors (the “Board”) of the Company approved and adopted the Fifth Amended and Restated Share Repurchase Program (the “Amended & Restated SRP”), which will be effective thirty days following the filing of this Current Report on Form 8-K. The Amended & Restated SRP provides that the Company will either accept or reject a repurchase request on the last day of each quarter, and will process accepted repurchase requests on or about the tenth (10^th) day of the following month (the “Repurchase Date”). For shares to be eligible for repurchase, the Company must receive a written purchase request at least five business days prior to the last day of the quarter in which the stockholder or his or her estate, heir or beneficiary, as applicable, requests a repurchase of his or her or its shares. If a repurchase request is granted, the Company or its agent will send the repurchase amount to the stockholder, estate, heir or beneficiary on or about the Repurchase Date. Shares will be repurchased by the Company at a price equal to the most recent estimated net asset value per share (the “Estimated Per Share NAV”), as determined by the Board, and adjusted for any special distributions.

During any calendar year, the Company will not repurchase in excess of 5.0% of the number of shares of common stock outstanding on December 31^st of the previous calendar year (the “5% Annual Limitation”).

The Company will fund the share repurchases with proceeds from the sale of shares in its distribution reinvestment plan during the prior year ended December 31 (subject to the DRIP Funding Limitation (as defined below)), and other operating funds that may be authorized by the Company’s board of directors, which the Company cannot guarantee will be sufficient to accommodate all repurchase requests.

Beginning with the repurchase requests submitted for the first quarter 2019 Repurchase Date, which will include repurchase requests received by the Company between September 25, 2018 and December 23, 2018, the Company will limit the amount of shares repurchased pursuant to the Amended & Restated SRP as follows (subject to the DRIP Funding Limitations (as defined below)): (a) on the first quarter Repurchase Date, which generally will be January 10 of the applicable year, the Company will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; (b) on the second quarter Repurchase Date, which generally will be April 10 of the applicable year, the Company will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; (c) on the third quarter Repurchase Date, which generally will be July 10 of the applicable year, the Company will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; and (d) on the fourth quarter Repurchase Date, which generally will be October 10 of the applicable year, the Company will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year. The Company reserves the right to increase the limitations each quarter in accordance with the 5% Annual Limitation.

Commencing with repurchases processed on or around January 10, 2019, the Company intends to fund the Amended & Restated SRP with proceeds it received during the previous calendar year from the sale of shares pursuant to its distribution reinvestment plan. On each Repurchase Date during 2019 and beyond, the Company will limit the amount of distribution reinvestment plan proceeds used to fund share repurchases in each quarter to 25% of the amount of distribution reinvestment plan proceeds received during the previous calendar year (the “DRIP Funding Limitations”); provided, however, that if the Company does not reach the DRIP Funding Limitation in any particular quarter, the Company will apply the remaining distribution reinvestment plan proceeds to the next quarter Repurchase Date and continue to adjust the quarterly limitations as necessary in order to use all of the available distribution reinvestment plan proceeds for a calendar year as needed, based on requests. The Company cannot guarantee that distribution reinvestment plan proceeds will be sufficient to accommodate all requests made each quarter. The Company’s board of directors may, in its sole discretion, authorize the Company to use other operating funds to fund the Amended & Restated SRP, but is not required to authorize the use of such funds.

In addition, the Amended & Restated SRP provides that the Company will process repurchase requests made in connection with the death or qualifying disability of a stockholder or, in the discretion of the Board, an involuntary exigent circumstance, such as bankruptcy, prior to processing any other repurchase requests. If the Company is unable to process all eligible repurchase requests within a quarter due to the share limitations described above or in the event sufficient funds are not available, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death or qualifying disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of the Board, an involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests.

If the Company does not repurchase all of the shares for which repurchase requests were submitted in any quarter, outstanding repurchase requests will automatically roll over to the subsequent quarter and priority will be given to the repurchase requests in the subsequent quarter as provided above. A stockholder or his or her estate, heir or beneficiary, as applicable, may withdraw a repurchase request in whole or in part at any time up to five business days prior to the last day of the quarter.

The material terms of the Amended & Restated SRP are qualified by their entirety by the Amended & Restated SRP included as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Joinder Agreement, dated October 23, 2018, by HCII-2006 4TH STREET, LLC, HCII-307 E. SCENIC VALLEY AVENUE, LLC and DCII-4726 HILLS AND DALES ROAD NW, LLC, to KeyBank National Association, as Agent.
10.2	Amendment to Collateral Assignment of Interests, dated October 23, 2018, by and between Carter Validus Operating Partnership II, LP, as Assignor, and KeyBank National Association, as Agent for itself and the other lenders from time to time a party to the KeyBank Credit Facility Agreement.
99.1	Amended and Restated Share Repurchase Program.

SIGNATURE

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

	CARTER VALIDUS MISSION CRITICAL REIT II, INC.
Dated: October 26, 2018	By:	/s/ Kay C. Neely
	Name:	Kay C. Neely
	Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of October 23, 2018, by EACH OF THE ENTITIES IDENTIFIED AS “JOINING PARTIES” ON THE SIGNATURE PAGES OF THIS JOINDER AGREEMENT (each individually, a “Joining Party” and collectively, the “Joining Parties”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Credit Agreement”) by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

RECITALS

A.    Each Joining Party is required, pursuant to §5.5of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement.

B.    Each Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement.

NOW, THEREFORE, Joining Party agrees as follows:

AGREEMENT

1.Joinder. By this Joinder Agreement, each Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Each Joining Party agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.

2.Representations and Warranties of Joining Parties. Each Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to each such Joining Party as a Subsidiary

Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to the Joining Parties and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that any of the Joining Parties becomes a Subsidiary Guarantor.

3.Joint and Several. Each Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of such Joining Party to the same extent as if executed and delivered by such Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement and the Indemnity Agreement to confirm such obligation.

4.Further Assurances. Each Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.

5.GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.Counterparts. This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

7.Effective Date. The effective date (the “Effective Date”) of this Joinder Agreement is October 23, 2018.

[SIGNATURES ON FOLLOWING PAGE]

1.

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IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.

“JOINING PARTY”

HCII-2006 4TH STREET, LLC

HCII-307 E. SCENIC VALLEY AVENUE, LLC, and

DCII-4726 HILLS AND DALES ROAD NW, LLC, each a Delaware limited liability company

By: Carter Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member

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

By:/s/ Lisa Collado
Name:     Lisa Collado
Title:    Authorized Agent    

ACKNOWLEDGED:

KEYBANK NATIONAL ASSOCIATION, as Agent

By:/s/ Kristin Centracchio

Name: Kristin Centracchio
Title: Vice President

[Signature Page to Joinder Agreement]

EX-10.2

Exhibit 10.2

AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS

THISAMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS (this “Amendment”), is made as of October 23, 2018 and between CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Assignor”) and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Agent for itself and the other Lenders (the “Lenders”) from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”).

W I T N E S S E T H:

WHEREAS, the Assignor, KeyBank, Agent and the other Lenders are party to that certain Third Amended and Restated Credit Agreement dated as of April 27, 2018 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Credit Agreement”); and

WHEREAS, pursuant to the Credit Agreement, Assignor executed that certain Collateral Assignment of Interests in favor of Agent, dated as of December 17, 2014, as amended by that certain First Amendment to Collateral Assignment of Interests dated as of December 23, 2014 by and between Assignor and Agent, that certain Second Amendment to Collateral Assignment of Interests dated as of December 31, 2014, that certain Amendment to Collateral Assignment of Interests dated as of February 17, 2015, that certain Amendment to Collateral Assignment of Interests dated as of April 1, 2015, that certain Amendment to Collateral Assignment of Interests dated as of June 1, 2015, that certain Amendment to Collateral Assignment of Interests dated as of June 12, 2015, that certain Amendment to Collateral Assignment of Interests dated as of July 22, 2015, that certain Amendment to Collateral Assignment of Interests dated as of July 24, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 19, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 25, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 31, 2015, that certain Amendment to Collateral Assignment of Interests dated as of October 14, 2015, that certain Amendment to Collateral Assignment of Interests dated as of December 22, 2015, that certain Amendment to Collateral Assignment of Interests dated as of December 31, 2015, that certain Amendment to Collateral Assignment of Interests dated as of February 3, 2016, that certain Amendment to Collateral Assignment of Interests dated as of March 17, 2016, that certain Amendment to Collateral Assignment of Interests dated as of June 1, 2016, that certain Amendment to Collateral Assignment of Interests dated as of September 23, 2016, that certain Amendment to Collateral Assignment of Interests dated as of November 8, 2016, that certain Amendment to Collateral Assignment of Interests dated as of February 28, 2017, that certain Amendment to Collateral Assignment of Interests dated as of March 30, 2017, that certain Amendment to Collateral Assignment of Interests dated as of May 15, 2017, that certain Amendment to Collateral Assignment of Interests dated as of June 28, 2017, that certain Amendment to Collateral Assignment of Interests dated as of August 25, 2017, that certain Amendment to Collateral Assignment of Interests dated

as of September 20, 2017, that certain Amendment to Collateral Assignment of Interests dated as of September 29, 2017, that certain Amendment to Collateral Assignment of Interests dated as of December 21, 2017, that certain Amendment to Collateral Assignment of Interests dated as of March 14, 2018, that certain Amendment to Collateral Assignment of Interests dated as of April 5, 2018, that certain Amendment to Collateral Assignment of Interests dated as of April 27, 2018, that certain other Amendment to Collateral Assignment of Interests dated as of April 27, 2018, that certain Amendment to Collateral Assignment of Interests dated as of June 20, 2018, and that certain other Amendment to Collateral Assignment of Interests dated as of June 20, 2018 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Assignment of Interests”), to provide security for the Secured Obligations (as defined in the Assignment of Interests); and

WHEREAS, the parties hereto desire to amend the Assignment of Interests as set forth herein.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 ($10.00), the mutual covenants, promises, and agreements set forth hereinbelow, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:

1.Definitions. Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.

2.Modification of the Assignment of Interests. The parties hereto do hereby modify and amend the Assignment of Interests as follows:

(a)By modifying Exhibit “A” attached to the Assignment of Interests by adding the table set forth on Exhibit “A” attached to this Amendment and made a part hereof to the end of Exhibit “A” attached to the Assignment of Interests. Assignor and Agent hereby agree that the term “Company” and “Companies” as used in the Assignment of Interests shall include each of the Companies set forth on Exhibit “A” attached to this Amendment (each, a “New Company” and collectively, the “New Companies").

3.References to Assignment of Interests. All references in the Loan Documents to the Assignment of Interests shall be deemed a reference to the Assignment of Interests, as modified and amended herein.

4.Representations. The Assignor represents and warrants to Agent and the Lenders as follows:

(a)Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of the Assignor, (ii) have been duly authorized by all necessary proceedings on the part of the Assignor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Assignor is subject or any judgment, order, writ, injunction, license or permit

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applicable to the Assignor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, bylaws, operating agreement, partnership agreement, declaration of trust or other charter documents of, or any mortgage, indenture, agreement, contract or other instrument binding upon, the Assignor or any of its properties or to which Assignor is subject, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of the Assignor other than the liens and encumbrances created by the Loan Documents as amended hereby.

(b)Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Assignor enforceable in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

(c)Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and the filing of UCC financing statements in the appropriate records office with respect hereto.

(d)Reaffirmation. Assignor hereby repeats and reaffirms all representations and warranties, as modified hereby, made by it to the Agent in the Assignment of Interests on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances or transactions not prohibited by the Loan Documents.

5.No Default. By execution hereof, the Assignor certifies that no Default or Event of Default has occurred and is continuing.

6.Ratification. Except as hereinabove set forth, all terms, covenants and provisions of the Assignment of Interests remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Assignment of Interests as modified and amended herein and the other Loan Documents. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the Secured Obligations (as defined in the Assignment of Interests).

7.Acknowledgment of the Assignor. The Assignor hereby acknowledges, represents and agrees that the Assignment of Interests, as modified and amended herein, remains in full force and effect and constitutes the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of the Assignor’s obligations under the Loan Documents.

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8.Grant of Security Interest; No Impairment; Continuing Security Interest.

(a)As security for the prompt payment and performance by Assignor of each and all of the indebtedness, liabilities, duties, responsibilities and obligations whether such indebtedness, liabilities, duties, responsibilities and obligations are now existing or are hereafter created or arising under the Assignment of Interests or any other Loan Document, Assignor does hereby transfer, assign, pledge, convey, and grant to Agent, and does hereby grant a security interest to Agent in, all of Assignor’s right, title and interest in and to all Collateral referred to in Paragraph 2 of the Assignment of Interests with respect to the New Companies.

(b)Except as otherwise expressly provided herein, nothing herein contained shall in any way (a) impair or affect the validity and priority of the lien of the Assignment of Interests as to the Collateral (as defined in the Assignment of Interests) originally encumbered prior to the date of this Amendment, (b) alter, waive, annul or affect any provision, condition or covenant in the Loan Documents, or (c) affect or impair any rights, powers or remedies under the Loan Documents.

(c)In furtherance of the foregoing, Assignor hereby acknowledges, represents and agrees that the Assignment of Interests, as amended by this Amendment, creates a continuing security interest in the Collateral (including all Collateral with respect to the New Companies) and shall (x) remain in full force and effect until the indefeasible payment in full of the Obligations and the Lenders have no further obligation to make any advances or issue Letters of Credit under the Credit Agreement, (y) be binding upon Assignor and its permitted heirs, successors and assigns, and (z) inure, together with the rights and remedies of Agent hereunder and thereunder, to the benefit of Agent and the Lenders and their respective successors, transferees and assigns.

9.Amendment as Loan Document. This Amendment shall constitute a Loan Document.

10.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.

11.Governing Law. THIS AMENDMENT SHALL PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE INTERNAL LAWS OF THE STATE OF NEW YORK.

12.Final Agreement. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

13.Miscellaneous. This Amendment shall be effective upon the execution hereof by Assignor and Agent and shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit

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Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment, under seal, as of the day and year first above written.

ASSIGNOR:

CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership

By: Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner

By:/s/ Lisa Collado

Name: Lisa Collado

Title: Authorized Agent

AGENT:

KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent

By:/s/ Kristin Centracchio

Name: Kristin Centracchio

Title: Vice President

AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS

EXHIBIT “A”

COMPANIES

NAME OF ENTITY	FORMATION DOCUMENTS	STATE OF FORMATION	TYPE OF INTEREST	CERTIFICATE NUMBER
HCII-2006 4th Street, LLC	Certificate of Formation filed on August 1, 2018 with the Secretary of State of Delaware and Limited Liability Company Agreement of HCII-2006 4th Street, LLC dated as of August 1, 2018	Delaware	100% of the limited liability company interests	1
HCII-307 E. Scenic Valley Avenue, LLC	Certificate of Formation filed on August 1, 2018 with the Secretary of State of Delaware and Limited Liability Company Agreement of HCII-307 E. Scenic Valley Avenue, LLC dated as of August 1, 2018	Delaware	100% of the limited liability company interests	1
DCII-4726 Hills and Dales Road NW, LLC	Certificate of Formation filed on July 17, 2018 with the Secretary of State of Delaware and Limited Liability Company Agreement of DCII-4726 Hills and Dales Road NW, LLC dated as of July 17, 2018	Delaware	100% of the limited liability company interests	1

EXHIBIT “A” – PAGE 1

EX-99.1

Exhibit 99.1

FIFTH AMENDED AND RESTATED SHARE REPURCHASE PROGRAM

Prior to the time, that our shares are listed on a national securities exchange, which we currently do not intend to do, our fifth amended and restated share repurchase program, or our share repurchase program, as described below, may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to us, subject to restrictions and applicable law. We are not obligated to repurchase shares under our share repurchase program.

A stockholder must have beneficially held its Class A shares, Class I shares, Class T shares, or Class T2 shares, as applicable, for at least one year prior to offering them for sale to us through our share repurchase program. Our board of directors reserves the right, in its sole discretion, at any time and from time to time, to waive the one-year holding period requirement in the event of the death, Qualifying Disability, or involuntary exigent circumstance, such as bankruptcy (as determined by our board of directors, in its sole discretion) of a stockholder, or a mandatory distribution requirement under a stockholder’s IRA.

The purchase price for shares repurchased under our share repurchase program will be 100% of the most recent estimated NAV per share of the Class A common stock, Class I common stock, Class T common stock or Class T2 common stock, as applicable (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock). Our board of directors will adjust the estimated NAV per share of each our classes of common stock if we have made one or more special distributions to stockholders. Our board of directors will determine, in its sole discretion, which distributions, if any, constitute a special distribution.

Repurchases of shares of our common stock, when requested, are at our sole discretion and generally will be made quarterly. We will either accept or reject a repurchase request by the last day of each quarter, and we will process accepted repurchase requests on or about the tenth (10^th) day of the following month (the “Repurchase Date”). If a repurchase request is granted, we or our agent will send the repurchase amount to each stockholder or heir, beneficiary or estate of a stockholder on or about the Repurchase Date. During any calendar year, we will not repurchase in excess of 5.0% of the number of shares of common stock outstanding on December 31^st of the previous calendar year, or the 5% annual limitation.

We will fund the share repurchases with proceeds we received from the sale of shares in our distribution reinvestment plan, or the DRIP, during the prior year ended December 31 (subject to the DRIP Funding Limitation (as defined below), and other operating funds that may be authorized by our board of directors. We cannot guarantee that the DRIP proceeds and other operating funds that may be authorized by our board of directors will be sufficient to accommodate all repurchase requests.

Beginning with the first quarter of 2019, we will limit the number of shares repurchased each quarter pursuant to our share repurchase program as follows (subject to the DRIP Funding Limitation (as defined below):

• On the first quarter Repurchase Date, which generally will be January 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31^st of the previous calendar year;

• On the second quarter Repurchase Date, which generally will be April 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31^st of the previous calendar year;

• On the third quarter Repurchase Date, which generally will be July 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31^st of the previous calendar year; and

• On the fourth quarter Repurchase Date, which generally will be October 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31^st of the previous calendar year.

In the event we do not repurchase 1.25% of the number of shares outstanding on December 31^st of the previous calendar year in any particular quarter, we will increase the limitation on the number of shares to be repurchased in the next quarter and continue to adjust the quarterly limitations as necessary in accordance with the 5% annual limitation.

Commencing with the first quarter of 2019, we intend to fund our share repurchase program with proceeds we received during the previous calendar year from the sale of shares pursuant to the DRIP. On each Repurchase Date during 2019 and beyond, we will limit the amount of DRIP proceeds used to fund share repurchases in each quarter to 25% of the amount of DRIP proceeds received during the previous calendar year, or the DRIP Funding Limitation; provided, however, that if we do not reach the DRIP Funding Limitation in any particular quarter, we will apply the remaining DRIP proceeds to the next quarter Repurchase Date and continue to adjust the quarterly limitations as necessary in order to use all of the available DRIP proceeds for a calendar year. We cannot guarantee that DRIP proceeds will be sufficient to accommodate all requests made each quarter. Our board of directors may, in its sole discretion, reserve other operating funds to fund the share repurchase program, but is not required to reserve such funds.

As a result of the limitations described above, some or all of a stockholder’s shares may not be repurchased. Each quarter, we will process repurchase requests made in connection with the death or Qualifying Disability of a stockholder, or, in the discretion of the Board, an involuntary exigent circumstance, such as bankruptcy, prior to processing any other repurchase requests. If we are unable to process all eligible repurchase requests within a quarter due to the limitations described above or in the event sufficient funds are not available, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death or Qualifying Disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of our board of directors, an involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests.

If we do not repurchase all of the shares for which repurchase requests were submitted in any quarter, all outstanding repurchase requests will automatically roll over to the subsequent quarter and priority will be given to the repurchase requests in the subsequent quarter as provided above. A stockholder or his or her estate, heir or beneficiary, as applicable, may withdraw a repurchase request in whole or in part at any time up to five business days prior to the last day of the quarter.

Our sponsor, advisor, directors and their respective affiliates are prohibited from receiving a fee in connection with the share repurchase program. Affiliates of our advisor are eligible to have their shares repurchased on the same terms as other stockholders.

A stockholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares then-owned for repurchase. Repurchase requests made (i) on behalf of a deceased stockholder or a stockholder with a Qualifying Disability; (ii) by a stockholder due to an involuntary exigent circumstance, such as bankruptcy, or (iii) by a stockholder, due to a mandatory distribution under such stockholder’s IRA, may be made at any time after the occurrence of such event.

A stockholder who wishes to have shares repurchased must mail or deliver to us a written request on a form provided by us and executed by the stockholder, its trustee or authorized agent, which we must receive at least five business days prior to the last day of the quarter in which the stockholder is requesting a repurchase of his or her shares. An estate, heir or beneficiary that wishes to have shares repurchased following the death of a stockholder must mail or deliver to us a written request on a form provided by us, including evidence acceptable to our board of directors of

the death of the stockholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent, which we must receive at least five business days prior to the last day of the quarter in which the estate, heir, or beneficiary is requesting a repurchase of its shares.

Unrepurchased shares may be passed to an estate, heir or beneficiary following the death of a stockholder. If the shares are to be repurchased under any conditions outlined herein, we will forward the documents necessary to effect the repurchase, including any required signature guaranty. Our share repurchase program provides stockholders only a limited ability to have his or her or its shares repurchased for cash until a secondary market develops for our shares, at which time our share repurchase program would terminate. No such market presently exists, and we cannot assure you that any market for your shares will ever develop.

In order for a disability to entitle a stockholder to the special repurchase terms described above, or a Qualifying Disability, (1) the stockholder would have to receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be repurchased, and (2) such determination of disability would have to be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive, or the applicable governmental agency. For purposes of our share repurchase program, applicable governmental agencies would be limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the applicable governmental agency would be the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (ii) if the stockholder did not pay Social Security benefits and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System, or CSRS, then the applicable governmental agency would be the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the applicable governmental agency would be the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs. Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act of 1973 or Americans with Disabilities Act of 1990, or waiver of insurance premiums would not entitle a stockholder to the special repurchase terms described above. Repurchase requests following an award by the applicable governmental agency of disability benefits would have to be accompanied by: (1) the investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Veteran’s Administration record of disability-related discharge or such other documentation issued by the applicable governmental agency that we would deem acceptable and would demonstrate an award of the disability benefits. We understand that the following disabilities do not entitle a worker to Social Security disability benefits:

•disabilities occurring after the legal retirement age; and

•disabilities that do not render a worker incapable of performing substantial gainful activity. Therefore, such disabilities would not qualify for the special repurchase terms, except in the limited circumstances when the investor would be awarded disability benefits by the other applicable governmental agencies described above.

Shares we purchase under our share repurchase program will have the status of authorized but unissued shares. Shares we acquire through the share repurchase program will not be reissued unless they are first registered with the SEC under the Securities Act and under appropriate state securities laws or otherwise issued in compliance with such laws.

Our share repurchase program will immediately terminate if our shares are listed on any national securities exchange. In addition, our board of directors may, in its sole discretion, suspend (in whole or in part) the share repurchase program at any time and from time to time upon notice to our stockholders and may, in its sole discretion amend or terminate the share repurchase program at any time upon 30 days’ prior notice to our stockholders for any reason it deems appropriate. Because we only repurchase shares on a quarterly basis, depending upon when during the quarter our board of directors makes this determination, it is possible that you would not have any additional opportunities to have your shares repurchased under the prior terms of the program, or at all, upon receipt of the notice. Because share repurchases will be funded with the net proceeds we receive from the sale of shares under our DRIP or other operating funds reserved by our board of directors in its sole discretion, the discontinuance or termination of the DRIP or our board of directors’ decision not to reserve other operating funds to fund the share repurchase program would adversely affect our ability to repurchase shares under the share repurchase program. We will notify our stockholders of such developments (1) in a Current Report on Form 8-K, in an annual or quarterly report, or (2) by means of a separate mailing to you. During this Offering, we would also include this information in a prospectus supplement or post-effective amendment to the registration statement, as then required under federal securities laws.