Filed Pursuant to Rule 424(b)(3)
Registration No. 333-165643
CARTER VALIDUS MISSION CRITICAL REIT, INC.
SUPPLEMENT NO. 12 DATED DECEMBER 20, 2013
TO THE PROSPECTUS DATED APRIL 26, 2013
This document supplements, and should be read in conjunction with, the prospectus of Carter Validus Mission Critical REIT, Inc. (the Company), dated April 26, 2013, Supplement No. 9, dated October 31, 2013, Supplement No. 10, dated November 18, 2013 and Supplement No. 11, dated December 6, 2013. Unless otherwise defined in this prospectus supplement, capitalized terms used in this prospectus supplement shall have the same meanings as set forth in the prospectus.
The purpose of this prospectus supplement is to describe the following:
(1) | the status of our initial public offering of shares of common stock; |
(2) | placement of debt on a real property investment; |
(3) | the completion of our acquisition of the AT&T California Data Center; |
(4) | the completion of our acquisition of the Lubbock Heart Hospital; |
(5) | our entrance into a construction loan to provide interim financing for the construction of a hospital facility; and |
(6) | revised forms of our subscription agreements. |
Status of Our Public Offering
We commenced our initial public offering of 175,000,000 shares of common stock on December 10, 2010 (the Offering). Of these shares, we are offering 150,000,000 shares in a primary offering and 25,000,000 shares pursuant to our distribution reinvestment plan (DRIP). As of December 18, 2013, we had accepted investors subscriptions for and issued 70,728,928 shares of our common stock in the Offering (including shares of common stock issued pursuant to the DRIP), resulting in our receipt of gross proceeds of $702,626,775. As of December 18, 2013, we had 104,271,072 shares of our common stock remaining in our Offering.
Pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended, our Offering has been extended until the earlier of (i) June 8, 2014; (ii) the date on which the maximum offering has been sold; or (iii) the effective date of the registration statement for our follow-on offering.
Placement of Debt on Certain Real Property Investments
The following information should be read in conjunction with the discussion contained in the Investment Objectives, Strategy and PoliciesPlacement of Debt on Certain Real Property InvestmentsWholly-owned properties section beginning on page 119 of the prospectus.
Wholly-owned properties
On December 10, 2013, we obtained the following note payable in connection with the acquisition of the AT&T Tennessee Data Center:
Property Description |
Lender | Loan Balance | Interest Rate | Loan Term | ||||||||||||
AT&T Tennessee Data Center |
Bank of America | $ | 27,305,000 | 3.86 | % | 12/10/2013 12/10/2018 |
In connection with the acquisition of the AT&T Tennessee Data Center, our operating partnership, through a wholly-owned subsidiary, entered into a deed of trust, an assignment, a security agreement and fixture filing, a term loan and a promissory note (collectively, the Loan Documents) for the benefit of Bank of America, N.A., a national banking association (Bank of America), to obtain a loan in the principal amount of $54,610,000 (the Bank of America Loan). The Bank of America Loan is secured by the AT&T Tennessee Data Center. The
material terms of the Loan Documents provide for the following: (i) a variable annual interest rate at the 30-day LIBOR plus 225 basis points; (ii) a default interest rate that may increase the rate of interest accruing on the outstanding principal balance by 300 basis points above the rate of interest otherwise applicable; and (iii) a maturity date of December 10, 2018. In addition, to the extent the principal balance of the loan as of December 10, 2014 does not exceed $46,000,000, no periodic principal payments are required prior to the maturity date. As of December 20, 2013, the outstanding balance of the loan was $27,305,000. We have the option to draw down additional funds on the Bank of America Loan until December 10, 2014. The Loan Documents also contain various affirmative and negative covenants that are customary for loan agreements and transactions of this type. On December 11, 2013, our operating partnership entered into an interest rate swap agreement with Bank of America to effectively fix the variable interest rate on the Bank of America Loan at 3.86% per annum. The term of the swap agreement is co-terminus with the Bank of America Loan.
Acquisition of the AT&T California Data Center and Lubbock Heart Hospital
The following information should be read in conjunction with the discussion contained in the Prospectus SummaryOur Investment Objectives section on page 5 of the prospectus and the Investment Objectives, Strategy and CriteriaDescription of Real Estate InvestmentsWholly-owned properties section beginning on page 114 of the prospectus.
On December 17, 2013, a wholly-owned subsidiary of our operating partnership acquired 100% of the fee simple interest in a 499,402 rentable square foot data center (the AT&T California Data Center), located in San Diego, California, for a purchase price of $134,500,000, plus closing costs. The seller of the AT&T California Data Center, Pacific Bell Telephone Company, a California corporation formally known as The Pacific Telephone and Telegraph Company, is not affiliated with us, our advisor or our respective affiliates. We financed the purchase of the AT&T California Data Center using net proceeds from the Offering and our existing line of credit. In connection with the acquisition, we paid an acquisition fee of approximately $2,690,000, or 2% of the purchase price, to our advisor.
On December 20, 2013, a wholly-owned subsidiary of our operating partnership acquired 100% of the fee simple interest in a 102,143 rentable square foot medical facility (the Lubbock Heart Hospital), located in Lubbock, Texas, for a purchase price of $40,000,000, plus closing costs. The seller of the Lubbock Heart Hospital, LHH Real Co, LLC, a Delaware limited liability company, is not affiliated with us, our advisor, or our respective affiliates. We financed the purchase of the Lubbock Heart Hospital using net proceeds from the Offering and our existing line of credit.
Description of the Properties
The AT&T California Data Center was constructed in 1983. The property is located on approximately seventeen acres in San Diego, California. On December 17, 2013, we entered into a lease with AT&T Services, Inc. (AT&T Services), a wholly-owned subsidiary of AT&T, Inc. (AT&T). The lease will be guaranteed by another wholly-owned subsidiary of AT&T, AT&T Teleholdings, Inc. Pursuant to the lease agreement, the tenant is required to spend approximately $5.2 million for future improvements to the property by the end of the lease term.
The Lubbock Heart Hospital was constructed in 2003. The property is located on approximately seventeen acres in Lubbock, Texas. As of December 20, 2013, the Lubbock Heart Hospital was 100% leased to Lubbock Heart Hospital, LP (the Lubbock Hospital). In connection with the acquisition, we paid an acquisition fee of approximately $800,000, or 2% of the purchase price, to our advisor.
In evaluating the AT&T California Data Center and the Lubbock Heart Hospital as potential acquisitions and determining the appropriate amount of consideration to be paid for such acquisitions, a variety of factors were considered, including the property condition and environmental reports, physical condition and curb appeal,
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age, location, including visibility and access, tenant creditworthiness, the operator of the facility, lease terms, including rent, rent increases, length of lease term, specific tenant and landlord responsibilities, renewal options, expansion, termination, purchase options, exclusive and permitted use provisions, assignment, sublease and co-tenancy provisions, local market conditions, demographics and population growth patterns, neighboring properties, the potential for new property construction in the area and whether there were any anticipated required capital improvements.
The following table summarizes the acquisitions of the AT&T California Data Center and the Lubbock Heart Hospital:
Property Description |
Date Acquired |
Year Built | Purchase Price | Fees Paid to Sponsor (1) |
Initial Yield (2) |
Average Yield (3) |
Physical Occupancy |
|||||||||||||||||||||
AT&T California Data Center |
12/17/2013 | 1983 | $ | 134,500,000 | $ | 2,690,000 | 7.39 | % | 8.48 | % | 100.00 | % | ||||||||||||||||
Lubbock Heart Hospital |
12/20/2013 | 2003 | $ | 40,000,000 | $ | 800,000 | 8.36 | % | 9.48 | % | 100.00 | % |
(1) | Fees paid to sponsor include payments made to an affiliate of our advisor for acquisition fees in connection with the property acquisition. It does not include fees paid to any property manager, including our affiliated property manager. For more detailed information on fees paid to our advisor or its affiliates, see the section captioned Management Compensation beginning on page 84 of the prospectus. |
(2) | Initial yield is calculated as the current annualized rental income for the in-place lease at the property divided by the property purchase price adjusted for certain seller credits, exclusive of acquisition costs and fees paid to our advisor or its affiliates. The property is subject to a long-term net lease. Accordingly, our management believes that current annualized rental income is a more appropriate figure from which to calculate initial yield than net operating income. |
(3) | Average yield is calculated as the average annual rental income, adjusted for any rent incentives, for the in-place lease over the non-cancellable lease term at the property divided by the property purchase price adjusted for certain seller credits, exclusive of acquisition costs and fees paid to our advisor or its affiliates. The property is subject to a long-term net lease. Accordingly, our management believes that average annual rental income is a more appropriate figure from which to calculate average yield than net operating income. |
We believe the AT&T California Data Center and the Lubbock Heart Hospital are suitable for their present and intended purpose as a data center and a medical facility, respectively, and adequately covered by insurance.
The AT&T California Data Center is located in the San Diego-Carlsbad, California metropolitan statistical area, and as such may compete with other data centers for tenants if the current tenant lease is not renewed.
The Lubbock Heart Hospital is located in the Lubbock, Texas metropolitan statistical area, and as such may compete with other medical facilities for tenants if the current tenant lease is not renewed.
We will pay an affiliate of our advisor a property management and leasing fee of 3% of the gross monthly revenues derived from the operations of the AT&T California Data Center and the Lubbock Heart Hospital. Among other things, the property manager will have the authority to negotiate and enter into leases for the AT&T California Data Center and the Lubbock Heart Hospital on our behalf, to incur costs and expenses, to pay property operating costs and expenses from property cash flow or reserves and to require that we provide sufficient funds for the payment of operating expenses. Our other affiliates may receive additional fees or compensation as a result of the acquisition of the AT&T California Data Center and the Lubbock Heart Hospital in accordance with the compensation provisions described in the prospectus.
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Tenant Lease Terms
The following information should be read in conjunction with the discussion contained in the Investment Objectives, Strategy and PoliciesDescription of Real Estate InvestmentsTenant Lease ExpirationsWholly-owned properties section on page 117 of the prospectus.
Wholly-Owned Properties
The following table shows, as of each propertys respective acquisition date, the principal provisions of the lease terms for the sole tenants of the AT&T California Data Center and the Lubbock Heart Hospital:
Tenant |
Renewal |
Current Annual |
Base Rent Per |
Lease Expiration | ||||
AT&T Services (2) |
4/5 yr | $9,944,100 (4) | $19.91 | 12/31/2023 | ||||
Lubbock Hospital (3) |
3/5 yr | $3,277,000 (5) | $32.08 | 06/19/2027 |
(1) | Represents option renewal period/term of each option. |
(2) | All of the operations and the principal nature of business of the tenant are data center related. |
(3) | All of the operations and the principal nature of business of the tenant are healthcare related. |
(4) | The annual base rent under the lease increases by 3% of then-current annual base rent. |
(5) | The annual base rent under the lease increases by the lower of (i) the percentage change in the Consumer Price Index for all Urban Wage Earners and Clerical Workers; or (ii) 4% of the then-current base rent. |
Depreciable Tax Basis
The following information should be read in conjunction with the discussion contained in the Investment Objectives, Strategy and PoliciesDepreciable Tax BasisWholly-owned and joint venture properties section appearing on page 122 of the prospectus.
Wholly-Owned Properties
For 2012, the real estate taxes on the AT&T California Data Center were approximately $2,199,000. For federal income tax purposes, we estimate that the depreciable tax basis in the AT&T California Data Center will be approximately $121,050,000.
For 2012, the real estate taxes on the Lubbock Heart Hospital were approximately $404,000. For federal income tax purposes, we estimate that the depreciable tax basis in the Lubbock Heart Hospital will be approximately $35,120,000.
For federal income tax purposes, we depreciate personal property and buildings based upon an estimated useful life of 7 and 39 years, respectively.
Real Property Loans and Investments
The following information should be read in conjunction with the discussion contained in the Prospectus SummaryDescription of Real Estate Investments section beginning on page 11 of the prospectus and the Investment Objectives, Strategy and PoliciesInvestment StrategyInvesting in and Originating Loans section beginning on page 102 of the prospectus.
Landmark Loan
On December 19, 2013, we, through our operating partnership, entered into a construction loan agreement (the Landmark Loan) with 800 Savannah, LLC, an unaffiliated entity, as the borrower, to provide funds to the borrower in an aggregate principal amount of $14,110,000 to be used for the development of a 50,000 square-foot long term acute care hospital located in Savannah, Georgia.
The obligation of the borrower under the Landmark Loan is guaranteed by Manfred Co., L.C., which is the parent company of the borrower, under a continuing, unconditional and absolute guaranty. The guarantor also promises to pay all costs and expenses incurred in endeavoring to collect the guaranteed payments.
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The Landmark Loan bears interest at 9% per annum based on the average daily outstanding balance during the term of the loan. The Landmark Loan can be prepaid in accordance with the terms of the loan agreement and matures in December 2015. As of December 20, 2013, we had funded $524,582 under the Landmark Loan.
Revised Subscription Agreements
Revised forms of our subscription agreements are attached as Appendix C, Appendix D, Appendix F and Appendix G to this prospectus supplement and replace these previous subscription agreements.
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C-1
C-2
C-3
C-4
C-5
C-6
C-7
D-1
D-2
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
Product 1 Logo
Product 2 Logo
Subscription Agreement
This subscription agreement is not valid for use in AL, AR or TN.
Investment
Amount of Subscription State of Sale
Investment Amount
Minimum Initial Investment is $2,000 ($2,500 - New York - CVMC REIT & Product 1 Only)
Money Orders, Travelers Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.
Carter Validus Mission Critical REIT, Inc. ..............
(CVMC REIT, Inc.)
Product 1 ..........................................................
(Product 1)
Product 2 ...........................................................
(Product 2)
Payment will be made with:
Enclosed Checks
Funds Wired
Funds to Follow (CVMC REIT & SIC Only) Class (Product 2 Only)
Please consult with your financial representative and check one of the following options pertaining to the class of units you intend to purchase. The Prospectus contains additional information regarding the unit classes, including the different fees which are payable with respect to each class.
Class A Units
Class C Units
Class I Unitsccount Type - check one box only
Account Type
Additional Required Documentation
Individual
Joint Tenants (WROS)* Tenants in Common*
Community Property* *All parties must sign
Trust
Estate
Custodial UGMA: State of: _______ UTMA: State of: _______
Corporation C Corp S Corp
LLC
Partnership
Non-Profit Organization
Profit Sharing Plan Defined Benefit Plan
KEOGH Plan
Traditional IRA SEP IRA ROTH IRA
Simple IRA Inherited IRA
Other (Specify)
If TOD, Transfer on Death form
If JTWROS TOD, Transfer on Death form
Trustee Certification form or trust documents
Documents evidencing individuals authorized to act on behalf of estate
None
Articles of Incorporation or Corporate Resolution
LLC Operating Agreement or LLC Resolution
Partnership Certification of Powers or Certificate of Limited Partnership
Formation document or other document evidencing authorized signers
Pages of plan document that list plan name, date, trustee name(s) and signatures
None Primary Investor is: Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA)
Secondary Investor is: Additional Accountholder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA)
Primary Investor Name SSN/TIN DOB
Secondary Investor Name SSN/TIN DOB
Street Address
City State Zip Code
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Street Address
City State Zip Code
Mailing Address (optional)
City State Zip Code
Phone (day) Phone (evening) Email
US Citizen US Citizen residing outside the US Resident Alien Check here if you are subject to backup withholding
Non-resident Alien, country:
Please attach a separate sheet with the above information for each additional investor.
Please print names in which units are to be registered. (This is the name that will appear on your statement.)
Title Line 1
Title Line 2
Applies to ALL retirement accounts. Also applies to non-retirement accounts that have elected to use a third party custodian.
Make checks payable to the custodian and send ALL paperwork directly to the custodian. The custodian is responsible for sending payments pursuant to the instructions as set forth below.
Custodian Name
Custodian Address
City State Zip Code
Custodian Telephone Number Custodian Tax Identification Number
Investor Account Number with Custodian
Important Note About Proxy Voting: By signing this subscription agreement, Custodian/Trustee authorizes the investor to vote the number of shares of common stock of CVMC REIT, Inc. and/or Product 1 and/or Units of Product 2 that are beneficially owned by the investor as reflected on the records of CVMC REIT, Inc. and/or Product 1 and/or Product 2 as of the applicable record date at any meeting of the stockholders of CVMC REIT, Inc. and/or Product 1 and/or Unit holders of Product 2. This authorization shall remain in place until revoked in writing by Custodian/Trustee. CVMC REIT, Inc. and/or Product 1 and/or Product 2 is hereby authorized to notify the investor of his or her right to vote consistent with this authorization.
If you select more than one option you must indicate the percentage of your distribution to be applied to each option and the sum of the allocations must equal 100%. The same distribution options and percentages will be used across all funds unless you indicate otherwise by requesting and attaching an Account Update Form for each fund and specifying the different options and distribution percentages individually for each fund.
If you do not complete this section, distributions will be paid to the registered owner at the address in Section 4. IRA accounts may not direct distributions without the custodians approval.
If you elect to participate in the Distribution Reinvestment Plan, you agree that, if at any time you fail to meet the applicable suitability standards set forth in the then
current Prospectus for CVMC REIT, Inc. and/or Product 1 and/or Product 2, as applicable, you will promptly provide written notification to: CVMC REIT, Inc. and/or Product 1 and/or Product 2 (as applicable), c/o DST Systems, Inc, 430 W. 7th Street, Kansas City, MO 64105.
% of Distribution
I prefer to participate in the Distribution Reinvestment Plan, as described in the applicable Prospectus for CVMC REIT, Inc. and/or
and/or Product 1 and/or Product 2
Send distributions via check to investors home address (or for retirement accounts the address listed in Section 6)
Send distributions via check to the alternate payee listed here (not available for retirement accounts without custodians approval)
Name
Address
City State Zip Code
Account Numbe
G-2
Direct Deposit (Attach Voided Check) I authorize CVMC REIT, Inc. and/or Product 1 and/or Product 2 or its agent to deposit my distributions in the checking or savings account identified below. This authority will remain in force until I notify CVMC REIT, Inc. and/or Product 1 and/or Product 2 in writing to cancel it. In the event that CVMC REIT, Inc. and/or Product 1 and/or Product 2 deposits funds erroneously into my account, CVMC REIT, Inc. and/or Product 1 and/or Product 2 is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
Checking
Savings
Financial Institution Name % of Distribution
ABA/ Routing Number Account Number
Broker-Dealer Name
Representative Name Rep Number
Representatives Firm Name Branch ID
Representatives Address
Representatives City State Zip Code
Representatives Phone Representatives Fax Number
Representatives E-mail Address
This Subscription was made as follows:
Through a participating Broker-Dealer
Through a participating RIA* unaffiliated with a participating Broker-Dealer
*RIAs must first execute a firm level RIA Placement Agreement with SC Distributors (the Dealer Manager for CVMC REIT, Inc. and/or Product 1 and/or Product 2) before conducting business. To obtain an RIA Placement Agreement or for additional questions please contact SC Distributors at: 877-907-1148.
Shares and/or units are being purchased net of commissions
(Class A & Class C units only for Product 2)
Based on the information I obtained from the subscriber regarding the subscribers financial situation and investment objectives, I hereby certify to CVMC REIT, Inc. and/or Product 1 and/or Product 2 that I have reasonable grounds for believing that the purchase of the shares by the Subscriber is a suitable and appropriate investment for this Subscriber.
Financial Representative Signature Date
(If required by Broker-Dealer) Date
Branch Manager Signature
By executing the Subscription Agreement, the undersigned hereby agrees to be bound by the terms of the limited liability operating agreement and any amendments or supplements thereto or cancellations thereof and authorizes Product 2 to make all filings of any and all certificates, instruments, agreements or other documents, whether related to the limited liability agreement or otherwise, as may be required or advisable under the laws of the State of Delaware.
Instead of receiving paper copies of the Prospectus for CVMC REIT, Inc. and/or Product 1 and/or Product 2, and Prospectus supplements, annual reports, proxy statements, and other stockholder and/or unitholder communications and reports, you may elect to receive electronic delivery of stockholder communications from CVMC REIT, Inc. and/or Product 1 and/or unitholder communications from Product 2. For Product 2 unitholders, if you would like to consent to electonic delivery please visit our website at www.Product2.com. For CVMC REIT, Inc. and/or Product 1 stockholders, if you would like to consent to electronic delivery, including pursuant to CD-ROM or electronic mail, please sign and return this election with your Subscription Agreement.
By signing below, I acknowledge and agree that I will not receive paper copies of any stockholder communications unless (i) I notify CVMC REIT, Inc. and/or Product 1 that I am revoking this election with respect to all stockholder communications or (ii) I specifically request that CVMC REIT, Inc. and/or Product 1 send a paper copy of a particular stockholder communications to me. CVMC REIT, Inc. and/or Product 1 has advised me that I have the right to revoke this election at any time and receive all stockholder communications as paper copies through the mail. I also understand that I have the right to request a paper copy of any stockholder communication.
By electing electronic delivery, I understand that I may incur certain costs associated with spending time online and downloading and printing stockholder communications and I may be required to download software to read documents delivered in electronic format. Electronic delivery also involves risks related to system or network outages that could impair my timely receipt of or access to stockholder communications.
Signature of Investor: Date:
Signature of Joint Investor: Date:
E-mail: (If blank - email from Section 3 will be used)
Electronic Delivery
Acknowledgement
Only
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Please separately initial each of the representations below. Except in the case of fiduciary, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
Owner Co-Owner 1. I (we) have received the final Prospectus of CVMC REIT, Inc. at least five business days before
signing the Subscription Agreement.
Owner Co-Owner 2. I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles)
of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000
and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher
net worth and gross income requirements imposed by my (our) state of primary residence as set forth
in the Prospectus under Suitability Standards. I (we) will not purchase additional shares unless I (we)
meet the applicable suitability requirements set forth in the Prospectus at the time of purchase.
Owner Co-Owner 3. I (we) acknowledge that there is no public market for the shares and, thus, my investment in shares
is not liquid.
Owner Co-Owner 4. I (we) am/are purchasing the shares for the account referenced above.
Owner Co-Owner 5. I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been
accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement
for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA
Patriot Act and payment of the full purchase price of the shares.
Owner Co-Owner 6. For residents of New Jersey only: My (our) liquid worth is at least 10 times my (our) investment in this
or similar programs.
Owner Co-Owner 7. For residents of California only: I (we) either: (i) have a net worth (excluding home, home
furnishings and automobiles) of at least $100,000 and had during the last year or estimate that
I (we) will have in the current year gross income of at least $75,000; or (ii) have a net worth
of at least $250,000. In addition, my (our) investment does not exceed ten percent (10%) of my
(our) net worth; provided, however, that such suitability standards shall not be applicable to
an individual (or a husband and wife) who, including the proposed purchase, has not purchased
more than $2,500 worth of securities issued or proposed to be issued by us within the 12 months
preceding the proposed sale.
Owner Co-Owner 8. If I (we) am/are a Kansas or Massachusetts Investor: I (we) acknowledge that the Office of the Kansas
Securities Commissioner and the Massachusetts Securities Division recommend that investors limit
their aggregate investment in shares of CVMC REIT, Inc. and other similar direct participation
investments to not more than 10% of their liquid net worth. For purposes of this recommendation
for Kansas investors, liquid net worth is defined as that portion of net worth that is comprised
of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 9. For residents of Kentucky, Michigan and Pennsylvania only: My (our) liquid net worth is at least 10 times my (our) maximum investment in CVMC REIT, Inc.
Owner Co-Owner 10. For residents of Iowa, Maine and Ohio only: My (our) investment in CVMC REIT, Inc. and all affiliates of CVMC REIT, Inc. does not exceed 10% of my (our) liquid net worth.
Owner Co-Owner 11. For residents of North Dakota: My (our) net worth is at least 10 times my (our) maximum investment in CVMC REIT, Inc.
Owner Co-Owner 12. An Oregon investors maximum investment in the issuer and its affiliates may not exceed 10% of their net worth.
Owner Co-Owner 13. For residents of Nebraska only: I (we) either: (i) have a minimum net worth (excluding home,
home furnishings and automobiles) of at least $100,000 and an annual income of $70,000,
or (ii) have a minimum net worth (excluding home, home furnishings and automobiles) of at
least $350,000. In addition, my (our) investment does not exceed ten percent of my (our)
net worth (excluding home, home furnishings and automobiles)
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I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS, WHETHER OVER THE INTERNET, ON A CD-ROM, A PAPER COPY OR ANY
OTHER DELIVERY METHOD. IF A SUBSCRIBERS SUBSCRIPTION IS ACCEPTED, CVMC REIT, INC. WILL SEND THE SUBSCRIBER
CONFIRMATION OF HIS OR HER PURCHASE AFTER HE OR SHE HAS BEEN ADMITTED AS A STOCKHOLDER.
Substitute W-9: I HEREBY CERTIFY under penalty of perjury (i) that the taxpayer identification number shown on the Subscription is true, correct and
complete, (ii) that I am not subject to backup withholding either (a) I am exempt backup withholding, (b) because I have not been notified that I am subject to backup agreement withholding as a result of a failure to report all interest or distributions, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholdings, (iii) I am a U.S. citizen or a U.S. person and (iv) I am exempt from FATCA reporting.
Signature of Investor: Date:
Signature of Joint Investor or
for Qualified Plans, of Trustee/Custodian: Date:
Please separately initial each of the representations below. Except in the case of fiduciary, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
Owner Co-Owner 1. I have received the final Prospectus of Product 1 at least five business days before signing the Subscription Agreement.
Owner Co-Owner 2. I have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles)
of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000
and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher
net worth and gross income requirements imposed by my state of primary residence as set forth
in the Prospectus under Suitability Standards. I will not purchase additional shares unless I
meet the applicable suitability requirements set forth in the Prospectus at the time of purchase.
Owner Co-Owner 3. I acknowledge that there is no public market for the shares and, thus, my investment in shares
is not liquid.
Owner Co-Owner 4. I am purchasing the shares for the account referenced in Section 3.
Owner Co-Owner 5. I acknowledge that I will not be admitted as a stockholder until my investment has been
accepted. The acceptance process includes, but is not limited to, reviewing the Subscription
Agreement for completeness and signatures, conducting an Anti-Money Laundering check
as required by the USA Patriot Act and payment of the full purchase price of the shares.
Owner Co-Owner 6. Iowa: In addition to the suitability standards noted above, an Iowa investors total investment in us shall not exceed 10% of his or her liquid net worth. Liquid net worth is that portion of an investors net worth that consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 7. Kansas: In addition to the suitability standards noted above, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in this and other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 8. Kentucky: In addition to the suitability standards noted above, a Kentucky investor must have (i) either gross annual income of at least $85,000 and a minimum net worth of $85,000 (as defined in the NASAA Omnibus Guidelines), or (ii) a minimum net worth alone of $300,000. Moreover, no Kentucky resident shall invest more than 10% of his or her liquid net worth in these securities.
Owner Co-Owner 9. Maine: In addition to the suitability standards noted above, the Maine Office of Securities recommends that an investors aggregate investment in this offering and similar direct participation investments not exceed 10% of the investors liquid net worth. For this purpose, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities
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Owner Co-Owner 10. Massachusetts: In addition to the suitability standards noted above, the Massachusetts
Securities Division recommends that an investors aggregate investment in this offering and similar offerings, including direct participation investments, not exceed 10% of the investors liquid net worth. For this purpose, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities.
Owner Co-Owner 11. Nebraska: In addition to the suitability standards noted above, a Nebraska investor must have either (a) an annual gross income of at least $100,000 and a net worth (not including home, furnishings and personal automobiles) of at least $350,000, or (b) a net worth (not including home, furnishings and personal automobiles) of at least $500,000. In addition, a Nebraska
investor may not invest more than 10% of his or her net worth in this offering.
Owner Co-Owner 12. New Jersey: In addition to the suitability standards noted above, the New Jersey Bureau of Securities recommends than an investors aggregate investment in this offering and similar direct participation program investments not exceed 10% of the investors liquid net worth. For this purpose, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 13. New Mexico: In addition to the suitability standards noted above, a New Mexico residents investment should not exceed 10% of his or her liquid net worth in this and other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 14. North Dakota: In addition to the suitability standards noted above, North Dakota requires that shares may only be sold to residents of North Dakota that represent they have a net worth of at least ten times their investment in the issuer and its affiliates and that they meet one of the established suitability standards.
Owner Co-Owner 15. Oklahoma: In addition to the suitability standards noted above, an Oklahoma investor must limit his or her investment in Product 1 to 10% of his or her net worth (excluding home, furnishings, and automobiles.)
Owner Co-Owner 16. Ohio: In addition to the suitability standards noted above, it shall be unsuitable for an Ohio investors aggregate investment in shares of the issuer, affiliates of the issuer, and in other non-traded business development programs to exceed ten percent (10%) of his or her liquid net worth. Liquid net worth shall be defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities.
Owner Co-Owner 17. Oregon: In addition to the suitability standards noted above, an Oregon investor must limit is or her investment in Product 1 to 10% of his or her net worth (excluding home, furnishings, and automobiles).
Owner Co-Owner 18. Texas: In addition to the suitability standards noted above, Texas residents purchasing shares (i) must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000; and (ii) may not invest more than 10% of their net worth in us. For Texas residents, net worth does not include the value of ones home, home furnishings or automobiles.
I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS, WHETHER OVER THE INTERNET, ON A CD-ROM, A PAPER COPY OR ANY OTHER DELIVERY METHOD. IF A SUBSCRIBERS SUBSCRIPTION IS ACCEPTED, PRODUCT 1 WILL SEND THE SUBSCRIBER CONFIRMATION OF HIS OR HER PURCHASE AFTER HE OR SHE HAS BEEN ADMITTED AS A STOCKHOLDER.
By signing below, you also acknowledge that:
You do not expect to be able to sell your shares regardless of how we perform.
If you are able to sell your shares, you will likely receive less than your purchase price.
We do not intend to list our shares on any securities exchange during or for what may be a significant time after the offering period, and we do not expect a secondary market in the shares to develop.
Beginning the second quarter of 2013, we intend to implement a share repurchase program, but only a limited number of shares are eligible for
repurchase by us. In addition, any such repurchases will be at a price equal to our most recently disclosed net asset value per share immediately prior to the date of repurchase.
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You may not have access to the money you invest for an indefinite period of time.
An investment in our shares is not suitable for you if you need access to the money you invest.
Because you will be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.
Distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to us for investment. Any capital returned to stockholders through distributions will be distributed after payment of fees and expenses.
Previous distributions to stockholders were funded from temporary fee reductions that are subject to repayment to our Adviser. These
distributions were not based on our investment performance and may not continue in the future. If our Adviser had not agreed to make expense support
payments, these distributions would have come from your paid in capital. The reimbursement of these payments owed to our Adviser will reduce the future
distributions to which you would otherwise be entitled.
Substitute W-9: I HEREBY CERTIFY under penalty of perjury (i) that the taxpayer identification number shown on the Subscription is true, correct and
complete, (ii) that I am not subject to backup withholding either (a) I am exempt backup withholding, (b) because I have not been notified that I am subject to backup agreement withholding as a result of a failure to report all interest or distributions, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholdings, (iii) I am a U.S. citizen or a U.S. person and (iv) I am exempt from FATCA reporting.
Signature of Investor: Date:
Signature of Joint Investor or
for Qualified Plans, of Trustee/Custodian: Date:
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
Owner Co-Owner 1. A copy of the prospectus of Product 2 has been delivered or made available to me. In addition, I
acknowledge that from time to time following the escrow period, the purchase price per unit may change and I can access this information through Product 2s website.
Owner Co-Owner 2. I have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum
annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my state of primary residence as set forth in the Prospectus under Suitability Standards.
Owner Co-Owner 3. I acknowledge that there is no public market for the units and, thus, my investment in units is not liquid.
Owner Co-Owner 4. I am purchasing the units for the account referenced above.
Owner Co-Owner 5. I acknowledge that I will not be admitted as a unitholder until my investment has been accepted. The
acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and
payment of the full purchase price of the units.
Owner Co-Owner 6. California: In addition to the minimum suitability standards described above, a California investors
maximum investment in the issuer may not exceed 10% of such investors net worth.
Owner Co-Owner 7. Iowa: In addition to the minimum suitability standards described above, the state of Iowa requires that each Iowa investor limit his or her investment in the issuer to a maximum of 10% of his or her liquid net worth, which is defined as cash and/or cash equivalents.
Owner Co-Owner 8. Kansas: In addition to the minimum suitability standards described above, it is recommended by the
Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in the issuer and other non-traded business development companies. Liquid net worth is defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determined in conformity with GAAP.
Owner Co-Owner 9. Kentucky: In addition to the minimum suitability standards described above, all Kentucky residents who invest in the issuer must have a minimum gross annual income of $85,000 and a minimum net worth of $85,000 or a minimum net worth of $300,000. In addition, Kentucky investors must limit his or her
investment in the issuer to 10% of his or her liquid net worth.
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Owner Co-Owner 10. Maine: In addition to the minimum suitability requirements, it is recommended that Maine investors limit their investment in the issuer and in the securities of similar programs to not more than 10% of their liquid net worth. For this purpose, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 11. Massachusetts: In addition to the suitability described above, Massachusetts investors may not invest more than 10% of their liquid net worth in the issuer and other non-traded direct participation programs. For Massachusetts residents, liquid net worth is that portion of an investors net worth (assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 12. Nebraska: In addition to the suitability standards described above, a Nebraska investor must have either
(i) an annual gross income of at least $100,000 and a net worth (not including home, furnishings and personal automobiles) of at least $350,000, or (ii) a net worth (not including home, furnishings and
personal automobiles) of at least $500,000. In addition, a Nebraska investors maximum investment in the issuer may not exceed 10% of such investors net worth.
Owner Co-Owner 13. New Jersey: In addition to the suitability standards described above, New Jersey investors must limit their investment in the issuer, the issuers affiliates, and in other non-traded business development companies to not more than 10% of their liquid net worth. Liquid net worth is defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable
securities.
13. Subscriber Signatures for Product 2, continued
Owner Co-Owner 14. New Mexico: In addition to the minimum suitability standards described above, a New Mexico investors maximum investment in the issuer may not exceed 10% of such investors liquid net worth.
Owner Co-Owner 15. North Dakota: In addition to the minimum suitability standards described above, North Dakota investors must represent that, in addition to the standards listed above, they have a net worth of at least ten times their investment in the issuer.
Owner Co-Owner 16. Ohio: In addition to the minimum suitability standards described above, an Ohio investor must have a liquid net worth of at least ten times such Ohio residents investment in the issuer and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities.
Owner Co-Owner 17. Oklahoma: In addition to the minimum suitability standards described above, an Oklahoma residents investment in the issuer must not exceed ten percent (10%) of their liquid net worth.
Owner Co-Owner 18. Oregon: In addition to the minimum suitability standards described above, Oregon investors must have a net worth of at least ten times their investment in the issuer.
Owner Co-Owner 19. Texas: Texas residents purchasing units (i) must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000; and (ii) may not invest more than 10% of their net worth in the issuer, the issuers affiliates and in other non-traded business development companies. For Texas residents, net worth does not include the value of ones home, home furnishings or automobiles.
I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS, WHETHER OVER THE INTERNET, ON A CD-ROM, A PAPER COPY OR ANY OTHER DELIVERY METHOD. IF MY SUBSCRIPTION IS ACCEPTED, PRODUCT 2 WILL SEND ME CONFIRMATION OF MY PURCHASE AFTER I HAVE BEEN ADMITTED AS A UNITHOLDER. NO SALE OF UNITS OF PRODUCT 2 MAY BE COMPLETED UNTIL AT LEAST FIVE BUSINESS DAYS AFTER I RECEIVE THE FINAL PROSPECTUS.
The undersigned hereby applies to purchase units in PRODUCT 2 in accordance with the terms and conditions of the limited liability company operating
agreement attached as Exhibit A to the Prospectus.
Substitute W-9: I HEREBY CERTIFY under penalty of perjury (i) that the taxpayer identification number shown on the Subscription is true, correct and
complete, (ii) that I am not subject to backup withholding either (a) I am exempt backup withholding, (b) because I have not been notified that I am subject to backup agreement withholding as a result of a failure to report all interest or distributions, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholdings, (iii) I am a U.S. citizen or a U.S. person and (iv) I am exempt from FATCA reporting.
Signature of Investor: Date:
Signature of Joint Investor or
for Qualified Plans, of Trustee/Custodian: Date
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MAILING INSTRUCTIONS
The Subscription Agreement, together with any payments being made by check, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
For Paperwork (including the Subscription Agreement):
Regular Mail
Investment Processing Department
c/o DST Systems, Inc.
P.O. Box 219731
Kansas City, MO 64121-9731
Toll Free: 877.907.1148
Overnight Mail
Investment Processing Department
c/o DST Systems, Inc.
430 W. 7th Street
Kansas City, MO 64105
Toll Free: 877.907.1148
Subscription Agreements
may be faxed to:
855.223.2474
PAYMENT INSTRUCTIONS
Carter Validus Mission Critical REIT, Inc. and/or Product 2 Investors: The portion of your purchase that is for Carter Validus Mission Critical REIT, Inc. and/or Product 2, can be included as a check made payable to Carter Validus Mission Critical REIT, Inc. and/or Product 2, as applicable, or wired to:
UMB Bank, N.A.
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9871916944
FAO: (Include Account Title)
Product 2 Investors in Pennsylvania: Until we have raised the minimum offering amount required in the state of Pennsylvania, the Subscription Agreement, together with a check made payable to UMB Bank, N.A., as Escrow Agent for Product 2 for the full purchase price, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the Suitability Standards-Notice to Residents of Pennsylvania Only section of the Prospectus for additional information regarding the Pennsylvania escrow requirements.
UMB Bank, N.A., as Escrow Agent for
Product 2
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9872012763
FAO: (Include Account Title)
Product 1 Investors: The Subscription Agreement, together with a check made payable to UMB Bank, N.A., as Agent for Product 1 for the full purchase price, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
UMB Bank, N.A., as Agent for
Product 1
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9871976289
FAO: (Include Account Title)
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Product 1 Logo
Product 2 Logo
Investor Instructions
This subscription agreement is not valid for use in AL, AR or TN.
Please follow these instructions carefully. Failure to do so could result in the rejection of your subscription.
1. Investment
PLEASE NOTE: Money orders, travelers checks, starter checks, foreign checks, counter checks, third-party checks or cash will not be accepted.
A minimum initial investment of $2,000 is required, except in New York, where the minimum investment is $2,500 for Carter Validus Mission Critical REIT and/or Product 1. For Product 2 a minimum initial investment of $2,000 is required. In no event shall any investment be less than $100.
2. Unit Class (Product 2 Only)
Please consult with your financial representative and check the appropriate box to indicate the class of units you intend to purchase.
3. Account Type - Check one box only
Please check the appropriate box to indicate the account type of the subscription.
4. Investor Information
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including Product 2, to obtain, verify and record information that identifies each person who opens an account or person(s) authorized to effect transactions in an account. When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. Some or all of this information will be used to verify the identity of all persons opening an account.
Enter the name(s), mailing address and telephone numbers of the registered owner of the investment.
You must include a permanent street address even if your mailing address is a P.O. Box. If the investment is to be held by joint owners you must provide the requested investor information for each joint owner.
All investors must provide a taxpayer identification number or social security number. By signing in Section 11 and/or 12 and/or 13, you are certifying that this number is correct.
5. Investment Title
Please print the exact name(s) in which shares and/or units are to be registered.
For trusts, include the name of the trust and the name of the trustee.
For qualified plans, include the custodian name, plan name, and individual name, if applicable.
For IRAs, include the custodian name and individual name.
For entities, include the entity name.
6. Third Party Custodian Information
Complete this section for ALL retirement accounts, as well as non-retirement accounts that have elected to use a third party custodian.
Make checks payable to the custodian and send ALL paperwork directly to the custodian. The custodian is responsible for sending payments pursuant to the instructions as set forth below.
If you would like to purchase shares and/or units through an IRA account, First Trust Retirement has agreed to act as IRA custodian for such purpose for each of Carter Validus Mission Critical REIT and/or Product 1 and/or Product 2. In addition, Community National Bank has agreed to act as IRA Custodian for purchases of Carter Validus Mission Critical REIT only or for joint purchases with Product 1 and/or Product 2; however, we do not require that you use our IRA custodian.
If you would like to establish a new IRA account with First Trust Retirement, Carter Validus Mission Critical REIT and/or Product 1 and/or Product 2 will pay the first-year annual IRA maintenance fees of such accounts with First Trust Retirement. If you would like to establish a new IRA account with Community National Bank, Carter Validus Mission Critical REIT will pay the first-year annual IRA maintenance fees of such accounts with Community National Bank. Thereafter, investors will be responsible for the annual IRA maintenance fees which are currently $25 per account per year. A separate IRA application from First Trust Retirement must be completed and can be found in the Product 2 Combined/Traditional Roth Package. Further information about custodial services is available through your financial representative or our dealer manager.
Over Please
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PLEASE NOTE: If you elect to participate in the Distribution Reinvestment Plan of Carter Validus Mission Critical REIT, Inc. and/or Product 1 and/or Product 2, you must agree that if at any time you cannot make the investor representations or warranties set forth in the Prospectus or the Subscription Agreement relating to such investment, you must promptly notify the Investment Processing Department for Carter Validus Mission Critical REIT, Inc. and/or Product 1 and/or Product 2 in writing of that fact. This request in no way shifts the responsibility of the funds sponsor, or any other person selling units on behalf of the fund to you, to make every reasonable effort to determine that the purchase of the funds shares and/or units is a suitable and appropriate investment based on information provided by you.
Complete this section to (1) enroll in the Distribution Reinvestment Plan of Carter Validus Mission Critical REIT, Inc. and/or Product 1 and/or Product 2, (2) to elect to receive distributions by direct deposit and/or (3) to elect to receive distributions by check. If you elect direct deposit, you must attach a voided check with this completed Subscription Agreement. You can choose to have all or a portion of your distributions reinvested through the Distribution Reinvestment Plan. You must indicate the percentage of our distribution to be applied to each option selected and the sum of the allocations must equal 100%. The same distribution options and percentages will be used across all funds unless you indicate otherwise by requesting and attaching an Account Update Form for each fund and specifying the different options and distribution percentages individually for each fund. (If you do not complete this section, distributions will be paid to the registered owner at the address in Section 5. IRA accounts may not direct distributions without the third party custodians approval.)
8. Broker - Dealer and Registered Representative Information
PLEASE NOTE: The Financial Representative or Broker-Dealer or Registered Investment Advisor must complete and sign this section of the Subscription Agreement. All fields are mandatory.
Required Representations: By signing Section 8, the registered representative of the Broker-Dealer or Registered Investment Advisor confirms on behalf of the Broker-Dealer or Registered Investment Advisor that he or she:
has reasonable grounds to believe the information and representations concerning the investor identified herein are true, correct, and complete in all
respects;
has discussed the investors prospective purchase of shares and/or units with such investor;
has advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares and/or units and other fundamental risks related to the investment in the shares and/or units, the restrictions on transfer of the shares and/or units and the risk that the investor could lose his or her entire investment in the shares and/or units;
has delivered to the investor the Prospectus required to be delivered in connection with this subscription;
has reasonable grounds to believe the investor is purchasing these shares and/or units for the account referenced in Section 3, and
has reasonable grounds to believe the purchase of shares and/or units is a suitable investment for such investor, and such investor meets the suitability standards applicable to the investor set forth in the Prospectus and such investor is in a financial position to enable the investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.
In addition, the registered representative of the Broker-Dealer or Registered Investment Advisor represents that he or she and the Broker-Dealer or Registered
Investment Advisor, (i) are duly licensed and may lawfully offer and sell the shares and/or units in the state where the investment was made and in the state
designated as the investors legal residence in Section 4; and (ii) agree to maintain records of the information used to determine that an investment in shares
and/or units is suitable and appropriate for the investor for a period of six years.
9. Limited Liability Company Agreement (Product 2 Only)
By signing the Subscription Agreement, you agree to be bound by the terms of our operating agreement and any of its amendments or supplements and authorize Product 2 to make all filings of certificates, instruments, agreements or other documents as may be required or advisable under Delaware law.
10. Electronic Delivery (Optional)
Instead of receiving paper copies of the Prospectus for CVMC REIT, Inc. and/or Product 1 and/or Product 2, and Prospectus supplements, annual reports, proxy statements, and other stockholder and/or unitholder communications and reports, you may elect to receive electronic delivery of stockholder communications from CVMC REIT, Inc. and/or Product 1 and/or unitholder communications from Product 2. For Product 2 unitholders, if you would like to consent to electonic delivery please visit our website at www.Product2.com. For CVMC REIT, Inc. and/or Product 1 stockholders, if you would like to consent to electronic delivery, including pursuant to CD-ROM or electronic mail, please sign and return this election with your Subscription Agreement.
By signing below, I acknowledge and agree that I will not receive paper copies of any stockholder communications unless (i) I notify CVMC REIT, Inc. and/or Product 1 that I am revoking this election with respect to all stockholder communications or (ii) I specifically request that CVMC REIT, Inc. and/or Product 1 send a paper copy of a particular stockholder communications to me. CVMC REIT, Inc. and/or Product 1 has advised me that I have the right to revoke this election at any time and receive all stockholder communications as paper copies through the mail. I also understand that I have the right to request a paper copy of any stockholder communication.
By electing electronic delivery, I understand that I may incur certain costs associated with spending time online and downloading and printing stockholder communications and I may be required to download software to read documents delivered in electronic format. Electronic delivery also involves risks related to system or network outages that could impair my timely receipt of or access to stockholder communications
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Please refer to the Carter Validus Mission Critical REIT, Inc. Prospectus under Suitability Standards to verify that you meet the minimum suitability standards imposed by the state of your primary residence.
By signing this Subscription Agreement, you agree to provide the information in Section 11 of the agreement and confirm the information
is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified
potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to
establish your account.
12. SuPlease separately initial each of the representations in paragraph (1) through (5). If an Iowa resident you must also initial paragraph (6), if a Kansas resident you must also initial paragraph (7), if a Kentucky resident you must also initial paragraph (8), if a Maine resident you must also initial paragraph (9), if a Massachusetts resident you must also initial paragraph (10), if a Nebraska resident you must also initial paragraph (11), if a New Jersey resident you must also initial paragraph (12), if a New Mexico resident you must also initial paragraph (13), if a North Dakota resident you must also initial paragraph (14), if an Oklahoma resident you must also initial paragraph (15), If an Ohio resident you must also initial paragraph (16), if an Oregon resident you must also initial paragraph (17) and if a Texas resident you must also initial paragraph (18). Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf.
Please refer to the Prospectus under Suitability Standards to verify that you meet the minimum suitability standards imposed by the state of your primary residence.
By signing this Subscription Agreement, you agree to provide the information in Section 12 of the agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
13. Subscriber Signatures for Product 2
Please separately initial each of the representations in paragraph (1) through (5). If a California resident you must also initial paragraph (6), if an Iowa resident you must also initial paragraph (7), if a Kansas resident you must also initial paragraph (8), if a Kentucky resident you must also initial paragraph (9), if a Maine resident you must also initial paragraph (10), if a Massachusetts resident you must also initial paragraph (11), if a Nebraska resident you must also initial paragraph (12), if a New Jersey resident you must also initial paragraph (13), if a New Mexico resident you must also initial paragraph (14), if a North Dakota resident you must also initial paragraph (15), if an Ohio resident you must also initial paragraph (16), if an Oklahoma resident you must also initial paragraph (17), if a Oregon resident you must also initial paragraph (18) and if a Texas resident you must also initial paragraph (19). Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf.
Please refer to the Prospectus under Suitability Standards to verify that you meet the minimum suitability standards imposed by the state of your primary residence.
By signing this Subscription Agreement, you agree to provide the information in Section 13 of the agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
MAILING INSTRUCTIONS
The Subscription Agreement, together with any payments being made by check, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
For Paperwork (including the Subscription Agreement):
Overnight Mail
Investment Processing Department
c/o DST Systems, Inc.
430 W. 7th Street
Kansas City, MO 64105
Toll Free: 877.907.1148
Regular Mail
Investment Processing Department
c/o DST Systems, Inc.
P.O. Box 219731
Kansas City, MO 64121-9731
Toll Free: 877.907.1148
Subscription Agreements
may be faxed to:
855.223.2474
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PAYMENT INSTRUCTIONS
Carter Validus Mission Critical REIT, Inc. and/or Product 2 Investors: The portion of your purchase that is for Carter Validus Mission Critical REIT, Inc. and/or Product 2, can be included as a check made payable to Carter Validus Mission Critical REIT, Inc. and/or Product 2, as applicable, or wired to:
UMB Bank, N.A.
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9871916944
FAO: (Include Account Title)
Product 2 Investors in Pennsylvania: Until we have raised the minimum offering amount required in the state of Pennsylvania, the Subscription Agreement, together with a check made payable to UMB Bank, N.A., as Escrow Agent for Product 2 for the full purchase price, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the Suitability Standards-Notice to Residents of Pennsylvania Only section of the Prospectus for additional information regarding the Pennsylvania escrow requirements.
UMB Bank, N.A., as Escrow Agent for
Product 2
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9872012763
FAO: (Include Account Title)
Product 1 Investors: The Subscription Agreement, together with a check made payable to UMB Bank, N.A., as Agent for Product 1 for the full purchase price, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
UMB Bank, N.A., as Agent for
Product 1
1010 Grand Boulevard, 4th Floor
Kansas City, MO 64106
ABA #: 101000695
Account #: 9871976289
FAO: (Include Account Title)
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