GLOBAL MEDICAL REIT INC.
2016 EQUITY INCENTIVE PLAN
LTIP UNIT AWARD AGREEMENT
Long-Term Incentive Award (Time-Vesting)
Name of Grantee:
Number of LTIP Units:
Grant Date (Closing Date):
March 2, 2021
Final Acceptance Date:
Pursuant to the Global Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the “Plan”), and the Agreement of Limited Partnership, dated as of March 14, 2016 (as amended from time to time, the “Partnership Agreement”), of Global Medical REIT L.P., a Delaware limited partnership (“GMR OP”), Global Medical REIT Inc., a Maryland corporation (the “Company”) and the sole member of Global Medical REIT GP LLC, a Delaware limited liability company, the general partner of GMR OP (the “General Partner”), and for the provision of services to or for the benefit of GMR OP in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) in the form of, and by causing GMR OP to issue to the Grantee named above, the number of LTIP Units specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement (the “Award”). Upon acceptance of this LTIP Unit Vesting Agreement (this “Agreement”), the Grantee shall receive, subject to Section 1 and 2 below, the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein and in the Partnership Agreement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Partnership Agreement, attached hereto as ANNEX A, or the Plan, as applicable, unless a different meaning is specified herein.
1.Acceptance of Agreement. The Grantee shall have no rights with respect to this Agreement unless he or she shall have accepted this Agreement prior to the close of business on the Final Acceptance Date specified above by (a) signing and delivering to GMR OP, a copy of this Agreement and (b) unless the Grantee is already a Limited Partner, signing, as a Limited Partner, and delivering to GMR OP a counterpart signature page to the Partnership Agreement. Upon acceptance of this Agreement by the Grantee, subject to Section 2 below, the Partnership Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted. Thereupon, the Grantee shall have all the rights of a Limited Partner with respect to the number of LTIP Units specified above, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 3 below.
2.Form of Settlement. The LTIP Units subject to this Award will not be issued to the Grantee until the Company receives stockholder approval to increase the shares available for issuance under the Plan (the “Stockholder Approval”). Notwithstanding anything to the contrary set forth herein, if the Company does not receive the Stockholder Approval by the Vesting Date, the Award will represent the right of the Grantee to receive, once the Award vests pursuant to Section 4 or 5 of this Agreement, a cash amount equal to (i) the number of LTIP Units subject to this Award, multiplied by (ii) the Fair Market Value of each LTIP Unit as of the Vesting Date (the “Cash Payment Alternative”), which Cash Payment Alternative shall be in full satisfaction of all claims of the Grantee hereunder. Further notwithstanding anything to the contrary set forth herein, upon the Company’s receipt of the Stockholder Approval, the Cash Payment Alternative shall be automatically terminated without further action by any of the parties hereto, and the LTIP Units shall be subject to the remaining terms and conditions of this Agreement.