UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



Amendment No. 1



x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December
31, 2019

Or

 ̈ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____________
to _____________



Commission File Number: 001-37815



Global Medical REIT Inc.



(Exact name of registrant as specified in
its charter)



|Maryland                                                               |  | 46-4757266                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)
|                                                                       |  |                                             
|2 Bethesda Metro Center, Suite 440
        Bethesda, MD                |  | 20814                                       
|(Address of principal executive offices)                               |  | (Zip Code)                                  



Registrant’s telephone number,
including area code: 202-524-6851



Securities registered pursuant to Section 12(b) of the Act:



|Title of each class:                                 |  | Trading Symbol: |  | Name of each exchange on which registered:
|---------------------------------------------------- |  | --------------- |  | ------------------------------------------
|Common Stock, par value $0.001 per share             |  | GMRE            |  | NYSE                                      
|Series A Preferred Stock, par value $0.001 per share |  | GMRE PrA        |  | NYSE                                      



Securities registered pursuant to Section 12(g) of the Act:
None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Noþ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈Noþ



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesþNo ̈



Indicate
by a check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).YesþNo ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         | þ
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   |  ̈ | Smaller reporting company | þ
|                        |   | 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. ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Noþ



The aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant was approximately $324.4 million as of June 30, 2019.



As of April 27, 2020 there were 45,012,749
shares of the registrant’s common stock, par value of $0.001 per share, outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



The following documents (or parts thereof) are incorporated
by reference into the following parts of this Annual Report on Form 10-K/A:



None.

















EXPLANATION FOR AMENDMENT



This Amendment No. 1 to Form 10–K (this “Amendment”)
amends the Annual Report on Form 10–K for the fiscal year ended December 31, 2019 (the “Original Filing”),
originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020, of Global Medical
REIT Inc. (the “Company,” “we” or “us”). We are filing this Amendment
to provide the information required by Items 10, 11, 12, 13 and 14 of Part III not included in the Original Filing within the period
required by General Instruction G(3) to Form 10-K. The reference on the cover of the Original Filing to the incorporation by reference
to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.



As required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), this Amendment includes as exhibits the certifications required
of our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. We
have included Part IV, Item 15 in this Amendment solely to reflect the filing of these exhibits with this Amendment. We are
not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed
with this Amendment.



This Amendment does not reflect events occurring after the filing
of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above
or contained in this Amendment, this Amendment continues to speak as of the date of the Original Filing, and does not modify, amend
or update in any way the financial statements or any other items or disclosures in the Original Filing. Accordingly, this Amendment
should be read in conjunction with the Original Filing and our other filings made with the SEC.



Terms used in this Amendment have the same meaning as in the
Original Filing unless otherwise indicated herein.



- i -









TABLE OF CONTENTS



|Item 10.    directors, executive officers and corporate governance                                         | 1 
|---------------------------------------------------------------------------------------------------------- | --
|                                                                                                           |   
|Item 11.    Executive compensation                                                                         | 9 
|                                                                                                           |   
|Item 12.    security ownership of certain beneficial owners and management and related stockholder matters | 34
|                                                                                                           |   
|Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and director independence                       | 37
|                                                                                                           |   
|Item 14.   principal accountING fees and services                                                          | 41
|                                                                                                           |   
|Item 15.   exhibits, financial statement schedules                                                         | 43





- ii -









| | Item 10. | directors, executive officers and corporate governance
| | -------- | ------------------------------------------------------



The following table provides information
about the individuals nominated for election as directors at the Company’s 2020 annual meeting of stockholders (the “Annual
Meeting”) and executive officers as of the date of this Amendment.



|Name                      | ​ | ​ | Age | ​ | ​ | Position                                                      | ​
|------------------------- | - | - | --- | - | - | ------------------------------------------------------------- | -
|                          |   |   |     |   |   |                                                               |  
|Jeffrey Busch             | ​ | ​ | 60  | ​ | ​ | Chairman of the Board, Chief Executive Officer and President  | ​
|                          |   |   |     |   |   |                                                               |  
|Robert Kiernan            | ​ | ​ | 54  | ​ | ​ | Chief Financial Officer and Treasurer                         | ​
|                          |   |   |     |   |   |                                                               |  
|Jamie Barber              | ​ | ​ | 43  | ​ | ​ | General Counsel and Secretary                                 | ​
|                          |   |   |     |   |   |                                                               |  
|Alfonzo Leon              | ​ | ​ | 44  | ​ | ​ | Chief Investment Officer                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Danica Holley             | ​ | ​ | 47  | ​ | ​ | Chief Operating Officer                                       | ​
|                          |   |   |     |   |   |                                                               |  
|Allen Webb                | ​ | ​ | 51  | ​ | ​ | Senior Vice President, SEC Reporting and Technical Accounting | ​
|                          |   |   |     |   |   |                                                               |  
|Henry Cole†               | ​ | ​ | 75  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Matthew L. Cypher, Ph.D.† | ​ | ​ | 43  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Zhang Jingguo             | ​ | ​ | 56  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Ronald Marston†           | ​ | ​ | 77  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Dr. Roscoe Moore†         | ​ | ​ | 75  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Zhang Huiqi               | ​ | ​ | 30  | ​ | ​ | Director                                                      | ​
|                          |   |   |     |   |   |                                                               |  
|Lori Wittman†             |   |   | 61  |   |   | Director                                                      |  
|                          |   |   |     |   |   |                                                               |  
|Paula Crowley†            | ​ | ​ | 65  | ​ | ​ | Director                                                      | ​



† This individual is independent in accordance with
the listing standards of the New York Stock Exchange (“NYSE”).



Biographical Information for Nominees for Director



Jeffrey Busch.   Director
since September 2014. Mr. Busch has been an active investor in the real estate industry since 1985. Since 2013, Mr. Busch
has served as President of Inter-American Management LLC (the “Advisor”) our external manager as well as a Director
and owner of 15% of the outstanding common stock of Inter-American Group Holdings Inc. (“IAGH”), the parent
company of the Advisor. Mr. Busch also has served as a director of our Company since September 2014, has served as Chairman
and President of our Company from August 2015 to the present, and has served as Chief Executive Officer of our Company since
August 2017. Since October 2014, Mr. Busch has served as Chairman of the Board of American Housing REIT Inc. (f/k/a On
Target 360), which is also externally managed by our Advisor. His experience includes developing numerous properties in various
asset classes, owning and managing real estate in several states, including rental housing, and a wide variety of commercial real
estate. Since 2001, Mr. Busch has also served as President of Safe Blood International Foundation, where he oversees the establishment
of medical facilities in 35 developing nations, funded by the CDC and USAID, Exxon Mobil, and the Gates Foundation. Mr. Busch
has had presidential appointments in two presidential administrations, one in the Department of Housing and Urban Affairs and the
other at the United Nations in Geneva, where he served as a United States delegate. Mr. Busch served as a director of American
Pacific Bankcorp, Inc. (APB) through February 2020. Mr. Busch also serves as the Chairman of the Board of Directors of Avant
Diagnostics, Inc. (AVDX), a cancer diagnostics company. Mr. Busch holds a B.A. from New York University in the Stern School of
Business, a Masters of Public Administration from New York University, and a J.D. from Emory University.





1







The Nominating and Corporate Governance Committee
of our Board has concluded that Mr. Busch should serve as a director because of his significant experience with developing
and managing real estate assets.



Henry Cole.   Director
since August 2015. In supporting the Company and its stockholders, Mr. Cole draws on over 40 years of successful executive management
and implementation of health and medical programs involving innovations in technology, market development and service delivery.
Mr. Cole serves as President of Global Development International, LLC, a position he has held since 2007. In this position he provides
development support, management and oversight for companies and varied program initiatives in medical and healthcare programs and
products. This has included Instant Labs Medical Diagnostics, Inc. (molecular diagnostics, hospital based infections); MedPharm,
Inc. (global and developing country hospital and clinic support); Global MD, Inc. (global physicians network); MPRC Group, LTD,
Lebanon and US (medical equipment, medical system planning and support throughout the Middle East); Integrated Health Services
LTD, India (health services planning for India); Karishma Health Care LTD, India (hospital medical systems software for India,
US, Africa ) and various others. Mr. Cole previously served from 2007-2010 as Vice President for Strategy at Camris International,
Inc., with focus on technologies and services for infectious disease, for radiation diagnostics, and for pulmonary care. From 1981
to 2005 Mr. Cole served as President and Corporate Officer at Futures Group International and Futures Group Holdings. Under his
direction, corporate programs expanded to offices in over 40 countries. At Futures, Mr. Cole oversaw programs that included policy,
planning, services and facilities addressing public and private sector infectious disease response in over 35 countries. In addition,
he was a founder and served as executive for a subsidiary for national health planning and services (Futures Group UK); for a subsidiary
in US rehabilitation services providers (Futures Health Corps); and for a subsidiary in global medical equipment distribution (North
Star Health). From 1971-1979 Mr. Cole was Director of Population Programs at the Center for Advanced Studies of General Electric.
Earlier he served on the Faculty of Economics, Tulane University (1969 – 1972) and The US President’s Council of Economic
Advisors as staff intern (1969 – 1970).



Mr. Cole has served on the boards of numerous
organizations. Since June 2018, he has been a director of Avant Diagnostics, Inc. (AVDX), a cancer diagnostics company. Mr. Cole’s
previous board positions have included: The Millennium Project from 1996 to 2006; the Futures Institute for Sustainable Development
from 2001 to 2005; Foundation Against HIV and AIDS from 2007 to 2011; Kids Save International from 2006 to 2012; Triple Win International
from 2008 to 2013; and others. He has worked in over 28 countries, with in-depth experience beyond the United States in Egypt,
Turkey, Ghana, Cameroon, Kenya, Sudan, Sahelian Africa, Haiti, Trinidad, Bahamas, Philippines, Indonesia and India.



Mr. Cole holds a B.A. in Economics from Yale
University and an MA as well as completed Ph.D. studies (ABD) in Political Economy, with written comprehensive exams and faculty
oral exams completed from The Johns Hopkins University.



Mr. Cole has an adult son who is an employee
of the Advisor and who performs operational management services for the Company.



The Nominating and Corporate Governance Committee
of our Board has concluded that Mr. Cole should serve as a director in recognition of his abilities to assist our Company in expanding
its business and the contributions he can make to our strategic direction.



The Nominating and Corporate Governance also
took into account that Mr. Cole is “independent” under SEC Rule 10A-3 and under Sections 303A.02 and
303A.07 of the listing standards of the NYSE and that his financial expertise qualifies him to serve on our Audit Committee.





2







Matthew L. Cypher, Ph.D.   Director
since March 2016. In July 2012, Dr. Cypher joined the faculty at Georgetown University’s McDonough School
of Business as the director of the Real Estate Finance Initiative (since April 2015, the Steers Center for Global Real Estate).
He serves as a professor of real estate at both the graduate and undergraduate levels and tailors coursework to teach the Four
Quadrants of the real estate capital markets — public, private, debt and equity. From 2005 to 2012, he served as a director
at Invesco Real Estate where he was responsible for oversight of the underwriting group, which acquired $10.2 billion worth
of institutional real estate during his leadership tenure. Dr. Cypher personally underwrote $1.5 billion of acquisitions
culminating with the purchase of 230 Park Avenue in New York, which Invesco acquired on behalf of its client capital in June 2011.
He also oversaw the valuations group, which marked to market Invesco’s more than $13 billion North American portfolio,
and served as a member of the firm’s investment committee and investment strategy group. He has held positions as an Adjunct
Professor at Southern Methodist University and a Visiting Professor at University of Texas at Arlington.



Dr. Cypher holds a B.A. from Penn State
University and a Masters and a Ph.D. from Texas A&M University.



The Nominating and Corporate Governance Committee
of our Board has concluded that Dr. Cypher should serve as a director because of his extensive knowledge in real estate.



Zhang Jingguo.   Director
since August 2015. Mr. Zhang has approximately 20 years of experience in real estate development in China. Mr. Zhang
currently serves as the Chairman, Chief Executive Officer and Executive Director of Zensun Enterprises Limited (formerly ZH International
Holdings, Ltd), which is a beneficial owner of more than five percent of the outstanding shares of our common stock and holder
of 85% of the outstanding shares of common stock of IAGH. Mr. Zhang has also been a director of IAGH since 2015. Mr. Zhang is currently
a Non-Executive Director of Bank of Zhengzhou Co. Ltd., whose shares are listed on the Shenzhen Stock Exchange (Stock Code:002936)
and on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code:6196), and an Executive Director and the Chairman
of Zanyu Technology Group Co. Ltd., a listed company on the Shenzhen Stock Exchange (Stock Code:002637). He also serves as Senior
Consultant of Henan Real Estate Chamber of Commerce (October 2016 until present), Vice-President of Industry & Commerce
Association of the Henan Province (July 2012 until present), as a graduate tutor of Zhengzhou University (May 2011 until
present) and as a member of the Henan Provincial Committee of Chinese People’s Political Consultative Conference (2012 until
present). From 1995 to 2001, he worked at Xingye Real Estate as general manager, where he was responsible for its overall operations.
Mr. Zhang co-founded Henan Zensun Real Estate Co., Ltd., one of the top 100 property development companies in China. From
1983 to 1995, Mr. Zhang held various positions at the then Light Industry Bureau of Henan Province, the governmental authority
in charge of the light industry in the Henan Province and its associated collectively-owned enterprises. During the years of 2015,
2016 and 2017, Mr. Zhang was named “Outstanding Real Estate Developer of Henan Province” by Real Estate Association
of Henan Province. Mr. Zhang is the father of Zhang Huiqi.



Mr. Zhang received a Bachelor’s
degree in physics from Zhengzhou University in July 1983 and an Executive MBA degree from Guanghua School of Management, Peking
University in July 2013. Mr. Zhang received his senior engineer qualification from the People’s Government of Henan
Province. In May 2012, he received his first-class construction engineer qualification from the Ministry of Housing and Urban-Rural
Development. Mr. Zhang is also currently a delegate of the 13th Henan Provincial People’s Congress (January 2018
until present).



The Nominating and Corporate Governance Committee
of our Board has concluded that Mr. Zhang should serve as a director in recognition of his abilities to assist our Company
in expanding its business and the contributions he can make to our strategic direction.



Ronald Marston.   Director
since August 2015. Mr. Marston has more than 40 years of experience in international healthcare and is known as
an international authority on healthcare systems and trends. In 1973, Mr. Marston joined HCA International (now Health Care
Corporation of America), a subsidiary of Hospital Corporation of America and was employed there through 1990. In 1980 he was promoted
to CEO & Chairman HCA United Kingdom. In 1987, he was promoted to President and CEO of HCA International with responsibility
for all development and operations internationally. Under Mr. Marston’s leadership, HCA International grew to include
10 hospitals and seven nursing homes in the United Kingdom; 10 hospitals in Australia; five hospitals and 55 clinics in Central
and South America; a management contract for the restructuring of the Singapore General Hospital; a commissioning and management
contract for the King Fahad National Guard Hospital in Riyadh, Saudi Arabia; and the longest standing recruitment contract in Saudi
Arabia. Hospital Corporation of America sold HCA International in 1989 after the company elected to go private. After the sale,
Mr. Marston and his management team acquired certain assets and management contracts and he became the founder, Chairman,
and CEO of the resulting privately held company, Health Care Corporation of America, doing business as HCCA International, where
he was CEO and President, positions he held until 2010. He sold his interest in HCCA International in 2010 and then started two
companies of his own, Southern Manor Living Centers LLC and HCAA Management Company. Mr. Marston was the founder and served
as CEO of Southern Manor Living Centers LLC, three assisted living facilities in Tennessee (which he sold in November 2019), and
HCCA Management Company, where he is Founder and CEO doing business in the international healthcare industry.





3







Mr. Marston’s previous experience
was with Vanderbilt University and Medical Center from 1968 to 1973. Prior to joining Vanderbilt, he was responsible for the training
and administration of the 400 bed, Twelfth Evacuation Hospital located in Cu Chi, Republic of Vietnam and a graduate of the airborne
school in Fort Benning, GA. Mr. Marston holds a B.A. from Tennessee Technological University; a Certificate in Healthcare
Administration from the Academy of Health Service; and a Ph.D. in Management from California Western University.



The Nominating and Corporate Governance Committee
of our Board has concluded that Mr. Marston should serve as a director in recognition of his abilities to assist our Company
in expanding its business and the contributions he can make to our strategic direction.



The Nominating and Corporate Governance also
took into account that Mr. Marston is “independent” under SEC Rule 10A-3 and under Sections 303A.02
and 303A.07 of the listing standards of the NYSE and that his financial expertise qualifies him to serve on our Audit Committee.



Dr. Roscoe Moore.   Director
since August 2015. Until his retirement in 2003, Dr. Roscoe M. Moore, Jr. served with the United States Department of
Health and Human Services (“HHS”) and was responsible for the last twelve years of his career for global
development support within the Office of the Secretary, HHS, with primary emphasis on Continental Africa and other less-developed
countries. Dr. Moore was a career officer within the Commissioned Corps of the United States Public Health Service entering
with the U.S. National Institutes of Health and rising to the rank of Assistant United States Surgeon General within the Immediate
Office of the Secretary, HHS. Dr. Moore served as an Epidemic Intelligence Service Officer with the U.S. Centers for Disease
Control and Prevention (“CDC”). He was with the Center for Veterinary Medicine, U.S. Food and Drug Administration,
before becoming Senior Epidemiologist within the National Institute for Occupational Safety and Health, CDC. Dr. Moore has
conducted clinical research on infectious diseases, has evaluated the safety and effectiveness of medical devices, and has conducted
relevant epidemiological research on the utilization experience and human health effects of medical devices and radiation.



Dr. Moore served on the Fogarty International
Center Advisory Board of Directors, NIH from 2009 to 2013. He served on the Alumni Board of Directors, School of Public Health,
University of Michigan from 1987 to 1993. Dr. Moore served on the Dean’s Alumni Council, Bloomberg School of Public
Health, at Johns Hopkins University from 1998 to 2002. He has also served as an Affiliate Associate Professor of Environmental
Health for the University of Washington, Seattle from 1994 to 2003 and as an Adjunct Professor of Epidemiology, for the Medical
University of Southern Africa, Pretoria, South Africa from 1999 to 2002. He served on the Board of Directors for the Africa Center
for Health and Human Security, at George Washington University from 2006 to 2009. Dr. Moore served as an Adjunct Professor
of Epidemiology, at University of Hanoi, Vietnam from 1999 to 2002. Dr. Moore is the Founder and President of PH RockWood
Corporation, which is focused on the prevention, treatment and control of infectious diseases worldwide. Dr. Moore has served
on the Board of Directors for Biodefense Gamma LLC since 2009, a company that specializes in purified gamma globulin therapy for
a number of infectious diseases. Dr. Moore serves on the Board of Trustees for Friends of the University of Stellenbosch Foundation,
a position he has held since 2005, the Board of Directors for the Safe Blood for China Foundation, a position he has held since
2004, and the Board of Directors for Constituency for Africa since 2004, and is its Interim Chairman. Dr. Moore currently serves
on the Board of Directors of Immune Therapeutics (OTC: IMUN), a position he has held since 2018.





4







Dr. Moore received his B.S. and Doctor
of Veterinary Medicine degrees from Tuskegee Institute; his Masters of Public Health degree in Epidemiology from the University
of Michigan; and his Ph.D. in Epidemiology from the Johns Hopkins University.



The Nominating and Corporate Governance Committee
of our Board has concluded that Dr. Moore should serve as a director in recognition of his abilities to assist our Company
in expanding its business and the contributions he can make to our strategic direction.



Zhang Huiqi.  Director since
March 2016. Ms. Zhang is currently a Non-Executive Director of Xingye Wulian Service Group Co.Ltd., whose shares are listed on
the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code:9916), and the supervisor for Henan Hongguang Real Estate
Limited, a company primarily engaged in property development in China, and Henan Zensun Corporate Development Group Company Limited,
a company mainly engaged in investment of city infrastructure and related public facilities, finance, commerce, tourism, culture,
hotel and agriculture, as well as providing consulting services in investment management, asset management and business administration.
She has held such supervisory position since January 2013 for Henan Hongguang Real Estate Limited and September 2013 for Henan
Zensun Corporate Development Company Limited. These companies are controlled by Mr. Zhang Jingguo. Ms. Zhang is the daughter of
Mr. Zhang Jingguo.



Prior to Heng Hongguang Real Estate Limited
and Henan Zensun Corporate Development Company Limited, Ms. Zhang was a full-time student. Ms. Zhang graduated from the University
College London and obtained a Master of Science in Project and Enterprise Management in 2015. She holds a Master of Science in
Management from the University of Leicester (2013) and a Bachelor of Management in Business Administration (Information Management
and Information Systems) from Beijing Forestry University (2011).



The Nominating and Corporate Governance Committee
of our Board has concluded that Ms. Zhang should serve as a director because of her knowledge in real estate and property development.



Lori Wittman.   Director
since May 2018. Ms. Wittman has extensive experience in the real estate development industry and until February 2020 was the
Executive Vice President and Chief Financial Officer of Big Rock Partners Acquisition Corp., a “blank check” company
(“Big Rock Partners”) and remains an advisor to Big Rock Partners. From August 2015 through August 2017, Ms.
Wittman served as the Executive Vice President and Chief Financial Officer of Care Capital Properties, Inc. (“CCP”),
a public real estate investment trust (“REIT”) that was spun off in 2015 from Ventas, Inc. (“Ventas”),
a publicly-held REIT that owns over 1,600 healthcare properties across the United States and Canada. CCP is a healthcare REIT with
a diversified portfolio of triple-net leased properties focused on the post-acute sector. Prior to serving at CCP, Ms. Wittman
was the Senior Vice President of Capital Markets & Investor Relations for Ventas. During her tenure at Ventas, Ms. Wittman
had oversight responsibilities for all capital market, investor relations and marketing activities and oversaw the corporate analyst
team responsible for the corporate earnings model. From 2006 through 2011, Ms. Wittman was Chief Financial Officer & Managing
Principal for Big Rock Partners, LLC, a real estate private equity firm focused on generating returns through development and redevelopment,
where she led all capital markets, accounting and investor activities.



Ms. Wittman
has also served in various capacities for General Growth Properties, Heitman Financial and Homart Development Company, all entities
involved in the investment and/or development of real estate. Ms. Wittman also served on the Board of Directors and as Head of
the Audit Committee of Green Realty Trust, Inc. Ms. Wittman serves as a Director of IMH Financial (“IMH”), a
member of IMH’s Audit Committee and as Chairperson of the Compensation Committee of IMH’s Board of Directors. In 2019,
Ms. Wittman joined the boards of Freehold Properties and NetSTREIT Corp., and she chairs the audit committees of both companies.
Ms. Wittman received her MBA with a concentration in Finance and Accounting from the University of Chicago, and her Masters in
City Planning in Housing and Real Estate Finance from the University of Pennsylvania.





5







The Nominating and Corporate Governance Committee
of our Board has concluded that Ms. Wittman should serve as a director because of her thorough knowledge of finance, accounting,
capital markets, taxes, control systems and her experience in the public healthcare REIT sector.



The Nominating and Corporate Governance also
took into account that Ms. Wittman is “independent” under SEC Rule 10A-3 and under Sections 303A.02
and 303A.07 of the listing standards of the NYSE, that her financial expertise qualifies her to serve on our Audit Committee, and
that she is an “audit committee financial expert.”



Paula
Crowley.Director since June 2018. Ms. Crowley has over 40 years of real estate experience and has worked with Anchor Health
Properties (“Anchor”), which she co-founded in 1987 and served as Chief Executive Officer until October 2015,
when Anchor was sold to Brinkman Management and Development. Since October 2015, Ms. Crowley has continued to be involved with
Anchor, serving as its Chairman from October 2015 through November 2017 and as its Chair Emeritus since November 2017. Anchor is
a national full-service real estate development, management and investment company that focuses on healthcare properties. Prior
to Anchor, Ms. Crowley spent eight years as Development Director with The Rouse Company of Columbia, Maryland, where she was responsible
for the development of urban retail projects.



Ms. Crowley served as
Chair of the Board of the High Companies in Lancaster, Pennsylvania through October 2019, as well as Chair of the Board of Women’s
Way, a not-for-profit organization based in Philadelphia, Pennsylvania. As of February 2020, Ms. Crowley was appointed Chair of
the Board of The Kaiserman Company in Philadelphia. Ms. Crowley is an adjunct professor at the MBA program at Villanova University
in the Finance Department.



Ms. Crowley received
a BA from Middlebury College, a Masters in City Planning from the University of Pennsylvania and an MBA from the University of
Pennsylvania Wharton School.



The Nominating and Corporate Governance Committee
of our Board has concluded that Ms. Crowley should serve as a director because of her thorough knowledge of healthcare real
estate and her experience running a healthcare company.



The Nominating and Corporate Governance also
took into account that Ms. Crowley is “independent” under SEC Rule 10A-3 and under Sections 303A.02
and 303A.07 of the listing standards of the NYSE, that her financial expertise qualifies her to serve on our Audit Committee.



Biographical Information for Executive Officers



Our executive officers are Jeffrey Busch,
our Chief Executive Officer, President and Chairman of our Board; Robert Kiernan, our Chief Financial Officer and Treasurer; Alfonzo
Leon, our Chief Investment Officer; Danica Holley, our Chief Operating Officer; Allen Webb, our Senior Vice President, SEC Reporting
and Technical Accounting; and Jamie Barber, our General Counsel and Secretary. Because Mr. Busch is also a director of the
Company, we have provided his biographical information above.



Robert Kiernan.   Mr. Kiernan
joined the Company as our Chief Financial Officer and Treasurer in August 2017. Mr. Kiernan has more than 30 years
of experience in financial accounting, reporting and management. Prior to joining our Company, Mr. Kiernan served as the Senior
Vice President, Controller and Chief Accounting Officer of FBR & Co. (“FBR” NASDAQ: FBRC) commencing in
October 2007 and in a similar role for Arlington Asset Investment Corp. (“Arlington Asset” NYSE: AI) commencing
in April 2003. Prior to joining Arlington Asset, Mr. Kiernan was a senior manager in the assurance practice at Ernst
 & Young.



Mr. Kiernan holds a Bachelor of Science
in Accounting, Mount St. Mary’s University, Cum Laude (1987) and is a member of the American Institute of Certified Public
Accountants.



Alfonzo Leon.   Mr. Leon
joined the Company in August 2014 and has served as Chief Investment Officer since July 1, 2015. Mr. Leon is a real
estate finance executive with 19 years of acquisition and capital markets experience working on behalf of institutional investors,
real estate developers, and health care operators. Prior to joining our Company, Mr. Leon was a Senior Vice President with
Cain Brothers & Company, a boutique health care investment banking firm based out of New York and San Francisco, in their real
estate M&A and capital markets group. Mr. Leon joined Cain Brothers in 2005 and completed $2 billion in real estate
transactions with leading clients across the healthcare spectrum including health systems, multi-specialty physician groups, senior
housing operators, non-traded and NYSE-listed REITs, health care developers, and private equity funds. Prior to Cain Brothers,
Mr. Leon was an associate with LaSalle Investment Management, an international investment advisor firm, in their North American
acquisition group. Mr. Leon joined LaSalle in 2000 and acquired $800 million in multi-family, office, medical office,
and industrial property on behalf of institutional investors that include the nation’s largest pension funds and college
endowments and a number of sovereign wealth funds. LaSalle Investment Management is a subsidiary of global consultancy firm Jones
Lang LaSalle (NYSE: JLL).





6







Mr. Leon’s experience includes
managing commercial real estate transactions ranging from $5 million to $500 million, raising capital for real estate
developers, structuring joint ventures between developers and investors, completing portfolio investment sales to health care REITs,
structuring sale-leasebacks for physician groups, acquisitions and dispositions for separate and commingled funds, corporate real
estate M&A, structuring credit tenant lease financing for investment grade health systems, and strategic real estate advisory
for health systems. Mr. Leon’s property type expertise within the healthcare sector includes medical office, outpatient
facilities, surgical facilities, post-acute facilities, senior housing, and hospitals. Mr. Leon received his Master’s
degree in real estate finance from the Massachusetts Institutes of Technology and his B.S. in Architecture from the University
of Virginia.



Danica Holley.   Ms. Holley
has served as our Chief Operating Officer since March 2016. Ms. Holley’s business development and management experience
spans more than 19 years with an emphasis on working in an international environment. She has extensive experience in international
program management, government procurement, and global business roll-outs and start-ups. As Executive Director for Safe Blood International
Foundation, from April 15, 2008 to present, she oversaw national health initiatives in Africa and Asia, including an Ebola
response project. Ms. Holley has held management positions as the Director of Strategy, Corporate Business Development for
WorldSpace, Inc. from 1997 to 2000, Director of Marketing for Corporate and Business at ISI Professional Services from 2000 to
2001, and Director of Administration at Tanzus Development from 1996 to 1997 and SK&I Architectural Design Group, LLC from
2003 to 2007. Ms. Holley has more than a decade of experience managing multinational teams for complex service delivery across
disciplines.



Ms. Holley received a B.S.F.S. from the Edmund
Walsh School of Foreign Service at Georgetown University in International Law, Politics and Organization, an African Studies Certificate
and Arabic Proficiency (May 1994). Ms. Holley studied International Organization at the School for International Training,
Brattleboro, Vermont and Rabat, Morocco (January – June 1993). Ms. Holley is an ICF certified executive leadership coach
and an alumna of Georgetown University’s Graduate Leadership Coaching Program (September 2010).



Allen Webb.   Mr. Webb
joined the Company in December 2014 and has served as Senior Vice President, SEC Reporting and Technical Accounting since
October 2015. Mr. Webb was appointed by the Company’s Board of Directors as an officer of the Company effective
June 8, 2016 and was appointed as an officer of our Advisor on December 1, 2016. Mr. Webb has more than 25 years
of experience in SEC reporting and technical accounting within multiple industries, including real estate, health care, oil and
gas, government contracting, and public utilities. From June 2014 to November 2014, Mr. Webb was an independent
consultant. From December 2012 to May 2014, Mr. Webb worked at Empire Petroleum Partners, LLC, one of the largest
and most geographically diversified wholesale distributors of motor fuel in the United States. At Empire, Mr. Webb served
as Director of Financial Reporting from December 2012 to May 2013 and was promoted to Vice President and Corporate Controller
from June 2013 to May 2014. Mr. Webb was an independent consultant during October and November of 2012 before joining
Empire. Mr. Webb was the Director of SEC Reporting and Technical Accounting at Versar, Inc. (NYSE: VSR), a global project
management company providing support to federal, state, and local clients worldwide from August 2011 to September 2012.
From January 2011 to August 2011, Mr. Webb was an independent consultant. Prior to this, he served as the Director
of Accounting at Coventry Health Care, Inc., which was acquired by Aetna (NYSE: AET) in 2013. Mr. Webb joined Coventry in
April 2008. Prior to joining Coventry, Mr. Webb was the Assistant Controller for Pepco Holdings, Inc., which merged with
Exelon (NYSE: EXC) in 2016. Mr. Webb joined Pepco Holdings in August 1998. Prior to joining Pepco Holdings, Mr. Webb
joined the real estate industry group within the SEC’s Division of Corporation Finance in March 1997 and joined Arthur
Andersen in September 1990 where he served as the engagement manager on several REIT initial public offering engagements.
Mr. Webb is a Certified Public Accountant in the state of Maryland.





7







Jamie Barber.   Mr. Barber
joined our Company as General Counsel and Secretary in May 2017. Prior to joining our Company, from July 2012 to May 2017,
Mr. Barber was Associate General Counsel at FBR, where he assisted with SEC compliance and corporate governance matters and
was primary counsel for FBR’s investment banking operations. From August 2004 to June 2012 Mr. Barber served as
an Associate and Senior Associate — Real Estate Capital Markets at Hunton & Williams LLP, where he represented public
REITs in conjunction with their SEC compliance requirements, corporate governance matters and offerings of equity and debt and
merger and acquisition transactions. From September 2003 to August 2004 Mr. Barber served as an Associate at Sullivan
 & Cromwell LLP, where he represented issuers and underwriters in public and private offerings of equity and debt securities.



Mr. Barber received his Juris Doctor
degree from Hofstra University School of Law in 2003. In 1999, he received his Bachelor of Science, Accounting and Finance, from
Indiana University.





8







Code of Business Conduct and Ethics



The Board of Directors has established a
Code of Business Conduct and Ethics that applies to our officers, directors and employees when such individuals are acting for
or on our behalf. A current copy of the Code of Business Conduct and Ethics can be found on our website at www.globalmedicalreit.com.
Any waiver of the Code of Business Conduct and Ethics may be made only by the Board of Directors or a committee of the Board of
Directors and will be promptly disclosed to stockholders in accordance with applicable SEC rules and applicable standards of the
NYSE.



| | Item 11. | Executive compensation
| | -------- | ----------------------



Compensation Discussion & Analysis



Overview



Our Company is externally managed by our
Advisor pursuant to the terms and conditions of that certain Amended and Restated Management Agreement, dated July 1, 2016, by
and between the Company and the Advisor (the “Management Agreement”). Because the Management Agreement provides
that our Advisor is responsible for managing our affairs, our executive officers, who are all employees of our Advisor or its affiliates,
do not receive cash compensation directly from us for serving as our executive officers.



Our Advisor or its affiliates pay all cash
compensation of our executive officers. We pay our Advisor a management fee pursuant to the Management Agreement, and our Advisor
uses the proceeds from the management fee in part to pay compensation to our officers and the Advisors’ other employees who
perform services for us.



Except for a portion of Mr. Barber’s
salary in 2018 and 2017, we do not reimburse our Advisor for any of our named executive officers’ (“NEOs”)
salaries or cash bonuses, but rather the Advisor compensates our NEOs out of its overall revenue stream, including the management
fees that we pay to our Advisor. Our Management Agreement does not require that any specified amount or percentage of the management
fees that we pay to our Advisor be allocated to our NEOs compensation. Based on discussions with our Advisor, we estimate that
the aggregate amount of our NEO’s total 2019 salaries and cash bonuses that may reasonably be associated with the management
fees that we paid to our Advisor for 2019 was approximately $1.7 million, representing approximately 30% of approximately $5.7
million in management fees we paid to our Advisor. Of this $1.7 million, we estimate that approximately 84% represented fixed compensation
(i.e. salaries and benefits) and the remaining 16% represented variable compensation (i.e. discretionary cash bonuses).



Although we do not directly pay our NEOs
any cash compensation, we do directly pay our NEOs non-cash compensation through equity incentive awards with time-based and performance-based
vesting terms. The primary objectives of our equity incentive plans are to align pay with performance while at the same time attracting
and retaining high-quality, talented executives.





9







Our equity incentive awards are divided into
an annual incentive plan and a long-term incentive plan, each as summarized in the table below:





|                              | Annual Equity Incentive Plans                                                                                                                                                                                                                                                                                 | ​ | ​ | Long-Term Equity Incentive Plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Structure                     | Threshold, Target and Maximum Awards based on the achievement of various annual performance goals.                                                                                                                                                                                                            | ​ | ​ | Threshold, Target and Maximum Awards based on achievement of various long-term stockholder return goals.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              |                                                                                                                                                                                                                                                                                                               |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Performance 
Metrics          | Generally divided into multiple categories based on the following
        metrics:
        ·Acquisition activity;
        ·Adjusted Funds from Operations (“AFFO”)1;
        ·Leverage levels; and
        ·Individual performance.                                                                           | ​ | ​ | Performance-based component (60% of overall long-term equity
        award) generally divided into the following two categories:
        •Absolute total stockholder return (75%); and
        
        •Relative total stockholder return (25%).
        
        The remaining 40% of the long-term equity award is subject to
        time-based vesting only.                                                                                                                                                                                  
|                              |                                                                                                                                                                                                                                                                                                               |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Timing of Payout 
and Vesting | Awards are paid, through the issuance of LTIP Units, annually
        based on achievement of performance metrics for the prior year, and vest once issued as follows:
        
        •50% immediately at the time of issuance; and
        
        •50% on the one-year anniversary of the issuance date. | ​ | ​ | Performance-based awards are paid, through the issuance of LTIP
        Units, at the end of a three-year performance period, based on the achievement of absolute and relative total stockholder return
        goals, and vest once issued as follows:
        
        •50% immediately at the time of issuance; and
        
        •50% on the one-year anniversary of the date of issuance.
        
        Time-based awards vest in equal one-third installments on the
        first, second and third anniversary of the date of grant.



| | 1) | The Company calculates AFFO by modifying the National Association of Real Estate Investment Trusts’ computation of Funds
From Operations (“FFO”). FFO means net income or loss computed in accordance with GAAP before noncontrolling
interests of holders of units of the Company’s operating partnership (“OP Units”), excluding gains (or
losses) from sales of property and extraordinary items, less preferred dividends, plus real estate-related depreciation and amortization
(excluding amortization of deferred financing costs and the amortization of above and below market leases), and after adjustments
for unconsolidated partnerships and joint ventures. The Company calculates AFFO by modifying the computation of FFO by adjusting
it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company, these items include recurring
acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring
stock-based compensation expense, recurring amortization of deferred financing costs, recurring amortization of above and below
market leases, recurring lease commissions and other items.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our annual equity incentive plans are designed
to reward our NEOs based on achievements of various annual financial, acquisition, leverage and individual performance goals, while
our long-term equity incentive plans are designed to reward our NEOs for achievements based on long-term stockholder returns. We
believe a combination of both an annual and long-term performance plan helps incent our NEOs to achieve our short-term operational
goals without sacrificing long-term stockholder value.



Our Compensation Committee, which is comprised
solely of independent directors, is responsible for the establishment and oversight of our equity incentive plans. The Compensation
Committee reaches decisions on executive equity compensation using input from a variety of sources, including the independent compensation
consultant, as described below. A significant portion of our executives’ equity compensation is performance-based, which
we believe ensures that a substantial portion of the compensation of our NEOs is directly aligned with our stockholders’
interests.





10







2019 Financial and Operational Highlights



The table below summarizes our 2019 and 2018 financial and operational
highlights:



|                                                         |  | As
of and for the years ended
|-------------------------------------------------------- |  | -----------------------------
|                                                         |  | 2019                         
|Gross investment in real estate                          |  | $905.5 million               
|Rental revenue                                           |  | $70.7 million                
|Gain on sale of investment property                      |  | $—                           
|Net income attributable to common stockholders per share |  | $0.10                        
|Credit facility size                                     |  | $500.0 million               
|Preferred stock outstanding                              |  | $75.0 million                
|Total equity                                             |  | $460.4 million               



We continued our rapid growth from 2018 by
growing our gross real estate investments by 40% in 2019. We amended our Credit Facility to, among other things, increase its overall
capacity to $500 million, consisting of a $300 million, five-year term loan and a $200 million revolving credit facility. We entered
into two interest rate swaps in 2019, which effectively fixed the LIBOR base of our $300 million term loan at 2.17% (our total
interest cost on this debt consists of the aforementioned LIBOR bases plus a spread).



Role of the Compensation Committee



The Compensation Committee approves, and
recommends that the Board approves, the grant of the annual and long-term incentive awards and other equity awards. The Compensation
Committee regularly reviews the Company’s executive compensation and monitors best practices concerning executive compensation.



Compensation Committee meetings are regularly
attended by committee members and are periodically attended by our Chief Executive Officer. Meetings may be attended by other executives
and advisors as appropriate. The Compensation Committee also meets in executive sessions without members of management present.
The Chair of the Compensation Committee reports to the Board on the Compensation Committee’s decisions concerning, among
other things, compensation of the executive officers.



The Compensation Committee reviews and discusses
with management this Compensation Discussion and Analysis section and reaches a determination, on an annual basis, whether to recommend
to the Board that this Compensation Discussion and Analysis section be included in the Company’s annual proxy statement or
annual report on Form 10-K, as required by the SEC. The Compensation Committee is also responsible for overseeing any stockholder
advisory votes with respect to executive compensation matters, including non-binding advisory votes on executive compensation,
the frequency of such votes, and votes on “golden parachute” payments.



Role of the Compensation Consultant



The Compensation Committee retains its own
independent compensation consultant who reports directly to the Compensation Committee. The independent compensation consultant’s
engagement includes reviewing and advising on material aspects of the Company’s annual incentives and equity compensation.
From 2017 to 2019, the Compensation Committee engaged FTI Consulting, Inc. (“FTI”),
to provide analysis and recommendations regarding (1) annual bonuses and long-term incentive compensation for our executive
management team, and (2) the director compensation program for independent members of our Board of Directors. In February
2020, the Compensation Committee replaced FTI with FPL Associates (“FPL”), as a result of a senior compensation
consultant who had worked with the Compensation Committee leaving FTI and joining FPL. FPL reports directly to the Compensation
Committee and has not performed and does not currently provide any other services to management or the Company. The Compensation
Committee has determined that FPL is independent pursuant to the Compensation Committee charter.





11







From time to time, our compensation consultant
communicates with our Chief Executive Officer to discuss different elements and weightings of compensation and best practices and
trends in executive compensation.



While the Compensation Committee considers
our compensation consultant’s input and advice, it uses its own independent judgment in making final decisions concerning
compensation paid to the executive officers. The Compensation Committee has the full authority to retain and terminate the services
of our compensation consultant as it deems necessary or appropriate.



After reviewing information provided by FTI
regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules and NYSE guidelines,
the Compensation Committee determined that no conflicts of interest existed in connection with the services FTI performed for the
Company in 2019.



Role of the Chief Executive Officer



Our Chief Executive Officer participates
in the compensation determination process by consulting with the Board and the Compensation Committee on matters related to compensation,
and by making compensation recommendations for our NEOs. These recommendations are based upon information provided by our compensation
consultant, his assessment of each NEO’s performance and contributions to the Company’s performance, and other considerations,
including employee retention. The Compensation Committee considers this information, but approves and recommends that the Board
approve, based on its own independent judgment, the amounts payable to our NEOs.



Peer Companies and Competitive Positioning



The Compensation Committee, with input and
recommendations from our compensation consultant, establishes the Company’s peer group on an annual basis. The Compensation
Committee uses the peer group for compensation benchmarking and general comparison purposes. The peer group comprises companies
selected on various criteria including criteria recommended by our compensation consultant, including size, industry, revenue and
market capitalization. Our compensation consultant evaluates the continued appropriateness of each company in the peer group on
an annual basis and recommends to the Compensation Committee additions and/or deletions from the prior year’s peer group
as may be warranted. For fiscal year 2019, the peer group consisted of the following companies (collectively, the “Peer
Companies”):



| | · | Armada Hoffler Properties Inc.
| | - | ------------------------------

| | · | BRT Apartments Corp
| | - | -------------------

| | · | CareTrust REIT, Inc.
| | - | --------------------

| | · | CatchMark Timber Trust Inc.
| | - | ---------------------------

| | · | Community Healthcare Trust Incorporated
| | - | ---------------------------------------

| | · | Farmland Partners Inc.
| | - | ----------------------

| | · | Getty Realty Corp.
| | - | ------------------

| | · | Investors Real Estate Trust
| | - | ---------------------------

| | · | LTC Properties, Inc.
| | - | --------------------

| | · | One Liberty Properties Inc.
| | - | ---------------------------

| | · | Plymouth Industrial REIT, Inc.
| | - | ------------------------------

| | · | Preferred Apartment Communities, Inc.
| | - | -------------------------------------

| | · | UMH Properties, Inc.
| | - | --------------------





12







| | · | Urstadt Biddle Properties Inc.
| | - | ------------------------------

| | · | Whitestone REIT
| | - | ---------------



In order to assist the Compensation Committee
in its determination of executive compensation, our compensation consultant prepares an independent analysis of key size and performance
indicators such as revenue, market capitalization, and total stockholder return compared to the Peer Companies. This analysis is
provided to the Compensation Committee so it has sufficient information on the competitiveness of pay in the context of our performance
compared with that of our peers.



Our compensation consultant also delivers
a benchmarking analysis of the compensation paid to our NEOs and to our directors to the Compensation Committee. This analysis
compares annual and long-term incentive awards and total compensation to compensation components of the Peer Companies and provides
general guidance for future compensation levels. While the Compensation Committee uses this analysis to help frame its decisions
on compensation, it uses its collective judgment in determining executive compensation.



The Compensation Committee does not target
a specific market position relative to the Peer Companies for the compensation elements of executive officers but seeks to pay
competitively and takes into consideration the relative positioning compared to the Peer Companies in making compensation decisions.
The Compensation Committee exercises discretion in making compensation decisions based on the following inputs: its understanding
of market conditions, its understanding of competitive pay analysis, recommendations from the Chief Executive Officer regarding
the executive officers, the need to retain executive talent, the Compensation Committee’s overall evaluation of each executive’s
performance, and our overall compensation strategy, among other factors.



Equity Compensation Plan Information



In 2016, the Board approved and adopted the
2016 Equity Incentive Plan and in 2019, the Board, with the approval of the Company’s stockholders, amended and restated
the 2016 Equity Incentive Plan (as amended and restated, the “2016 Plan”). The purposes of the 2016 Plan are
to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to
motivate the participants to achieve long-term Company goals and to more closely align the participants’ interests with those
of our other stockholders by providing them with a proprietary interest in our growth and performance.



The 2016 Plan is administered by the Compensation
Committee, which interprets the 2016 Plan and has broad discretion to select the eligible persons to whom awards will be granted,
as well as the type, size and terms and conditions of each award, including the exercise price of options, the number of shares
subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive
covenants) applicable to, awards.



The 2016 Plan allows the Company to grant
the following types of awards:



| | · | options, including non-qualified options and incentive stock options;
| | - | ---------------------------------------------------------------------

| | · | stock appreciation rights, or SARs;
| | - | -----------------------------------

| | · | stock awards, including restricted stock and unrestricted stock;
| | - | ----------------------------------------------------------------

| | · | restricted stock units;
| | - | -----------------------

| | · | other equity-based awards, including LTIP Units;
| | - | ------------------------------------------------

| | · | incentive awards;
| | - | -----------------

| | · | substitute awards; and
| | - | ----------------------

| | · | performance awards.
| | - | -------------------



An aggregate of 215,604 and 187,296 LTIP
Units were issued during the years ended December 31, 2019 and 2018, respectively, pursuant to the 2016 Plan.





13







2019 Annual and Long-Term Incentive Plans



On March 5, 2019, the Board approved the
recommendations of the Compensation Committee with respect to the granting of 2019 Annual Performance-Based Incentive Plan (“LTIP”)
Awards (the “2019 Annual Awards”) and 2019 Long-Term Incentive LTIP Awards (the “2019 Long-Term Awards”)
to the executive officers of the Company and other employees of the Advisor who perform services for the Company. The 2019 Annual
Awards and 2019 Long-Term Awards were granted pursuant to the 2016 Plan.



The 2019 Annual Awards and 2019 Long-Term
Awards granted to the Company’s NEOs as of December 31, 2019 are described below.



|Name           |  | Title                                         |  | 2019
Annual Award Target |         |  | Number
of Target Annual Award Units |  |        | 2019
Long-Term Award Target |  |   | Number
of Target Long-Term Award Units | 
|-------------- |  | --------------------------------------------- |  | ------------------------ | ------- |  | ----------------------------------- |  | ------ | --------------------------- |  | - | -------------------------------------- | 
|Jeffrey Busch  |  | Chairman, CEO and President                   |  | $                        | 180,000 |  |                                     |  | 17,875 |                             |  | $ | 230,000                                | 
|Robert Kiernan |  | CFO and Treasurer                             |  | $                        | 150,000 |  |                                     |  | 14,896 |                             |  | $ | 160,000                                | 
|Alfonzo Leon   |  | Chief Investment Officer                      |  | $                        | 150,000 |  |                                     |  | 14,896 |                             |  | $ | 210,000                                | 
|Jamie Barber   |  | General Counsel and Secretary                 |  | $                        | 120,000 |  |                                     |  | 11,917 |                             |  | $ | 140,000                                | 
|Allen Webb     |  | SVP – SEC Reporting and 
Technical Accounting |  | $                        | 110,000 |  |                                     |  | 10,924 |                             |  | $ | 130,000                                | 



The number of target LTIP Units comprising
each 2019 Annual Award was based on the closing price of the Company’s common stock reported on the NYSE on the date of grant.
The number of target LTIP Units comprising each 2019 Long-Term Award was based on (i) with respect to the performance-based awards,
the fair value of such awards as determined by an independent valuation consultant and (ii) with respect to the time-based awards,
the closing price of the Company’s common stock reported on the NYSE on the date of grant.



2019 Annual Awards



The Compensation Committee established performance
goals for calendar year 2019 (the “2019 Annual Performance Period”) that were used to determine the number of
2019 Annual Awards earned by each grantee. The actual number of 2019 Annual Awards earned by each grantee were awarded on March
3, 2020.



The number of LTIP Units issuable to each
grantee at the end of the 2019 Annual Performance Period was determined by dividing the total number of 2019 Annual Award Target
LTIP Units into four components as shown in the table below (each a “Component”) and multiplying the number
of 2019 Annual Award Target LTIP Units allocated to each Component by the applicable performance percentage, based on the extent
to which the performance goal for each such Component was achieved.



|Target No. of LTIP Units        | ​ | ​ | Component                                                                                                                                                                                                                                                                        | ​ | ​ | Performance Goal                                                            | ​ | ​ | 2019 Performance Result                               | ​
|------------------------------- | - | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | --------------------------------------------------------------------------- | - | - | ----------------------------------------------------- | -
|25% of total Target 
LTIP Units | ​ | ​ | Acquisitions including (i) closed acquisitions from January 1, 2019 through December 31, 2019 (except those acquisitions covered in (ii) below), and (ii) acquisitions placed under definitive purchase contract on or before December 31, 2019 and closed by February 28, 2020. | ​ | ​ | Threshold: $100 million Target: $150 million Maximum: $200 million          | ​ | ​ | $253.5 million
     
150% of Target LTIP Units earned | ​
|25% of total Target 
LTIP Units | ​ | ​ | AFFO per share for the year ended December 31, 2019, as reported by the Company in its year-end earnings announcement.                                                                                                                                                           | ​ | ​ | Threshold: $0.78 per share Target: $0.80 per share Maximum: $0.84 per share | ​ | ​ | $0.75 per share
     
0% of Target LTIP Units earned  |  





14







|25% of total Target LTIP Units |  |  | Average quarterly Consolidated Leverage Ratio (as defined in the Company’s Amended and Restated Credit Agreement) (based on each fiscal quarter end). |  |  | Threshold: 54.99% Target: 52.50%Maximum: 49.99% |  |  | 45.0%
        
        150% of Target LTIP Units earned | 
|------------------------------ |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------------------------------------------- |  |  | ------------------------------------------------------- | 



|25% of total Target LTIP Units | ​ | ​ | Discretionary Component | ​ | ​ | Entirely at the discretion of the Compensation Committee based on the Compensation Committee’s assessment of the grantee’s individual performance in areas the Compensation Committee deems in its discretion to be important based on the Grantee’s job duties and position within the organization. | ​ | ​ | Individually determined based upon an evaluation of the individual performance of each NEO. | ​
|------------------------------ | - | - | ----------------------- | - | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | ------------------------------------------------------------------------------------------- | -



Performance Percentages



| | (i) | If the Company or individual achieved less than the Threshold Goal in a Component in the above table, all of the 2019 Annual
Award LTIP Units for that Component (25% of the total target number of 2019 Annual Award LTIP Units) would have been forfeited.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | If the Company or individual achieved the Threshold Goal in a particular Component in the above table, the number of earned
LTIP Units in that Component would have been equal to 50% of the number of 2019 Annual Award Target LTIP Units for that Component
(or 12.5% of the total target number of 2019 Annual Award LTIP Units).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | If the Company or individual achieved the Target Goal in a particular Component in the above table, the number of earned LTIP
Units in that Component would have been equal to 100% of the number of 2019 Annual Award Target LTIP Units for that Component (or
25% of the total target number of 2019 Annual Award LTIP Units).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | If the Company or individual achieved or exceeded the Maximum Goal in a particular Component in the above table, the number
of earned LTIP Units for that Component would have been equal to 150% of the number of 2019 Annual Award Target LTIP Units for
that Component (or 37.50% of the total target number of 2019 Annual Award LTIP Units).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For achievement of a Performance Goal at
an intermediate point between the Threshold Goal and the Target Goal or between the Target Goal and the Maximum Goal for any Component,
the number of earned LTIP Units for that Component was interpolated on a straight-line basis between 50% and 100% or between 100%
and 150%, respectively, of the target number of 2019 Annual Award LTIP Units allocated to that Component.





15







Units that were earned based on performance
as provided above are subject to forfeiture restrictions that will lapse in the following amounts and on the following vesting
dates subject to the continuous service of the grantee through and on the applicable vesting date:



| | (i) | 50% of the earned LTIP Units became vested on March 3, 2020; and
| | --- | ----------------------------------------------------------------



| | (ii) | 50% of the earned LTIP Units become vested on March 3, 2021.
| | ---- | ------------------------------------------------------------



Vesting is accelerated in the event of a
termination of the executive’s death or disability or upon a “Change-of-Control” (as defined in the relevant
award agreements) of the Company. Forfeiture restrictions are removed in the event of a termination of the executive’s position
without “Cause” or for “Good Reason” (as defined in the relevant award agreements) or as a result of the
executive’s retirement, although transfer and redemption restrictions remain until such dates as such executive’s awards
would have vested absent such termination or retirement. Unvested LTIP Awards would have been forfeited in the event of any other
termination event.



2019 Long-Term Awards



The number of 2019 Long-Term Award units
that each grantee is entitled to receive was and will be determined as follows:



| | (i) | 40% of the awards (the “Long-Term Time-Based Awards”) were granted on March 5, 2019 and are subject to a
three-year vesting period; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | 60% of the awards (the “Long-Term Performance-Based Awards”) will be determined following the conclusion
of a three-year performance period (the “2019 Long-Term Performance Period”) based on the Company’s Total
Stockholder Return (“TSR”) on both an absolute basis (“Absolute TSR Component”) (representing
75% of the target 2019 Long-Term Performance-Based Award) and relative to the companies comprising the SNL Healthcare REIT Index
(“Relative TSR Component”) (representing 25% of the target 2019 Long-Term Performance-Based Award) during the
2019 Long-Term Performance Period. Grantees will not be entitled to receive any LTIP Units except to the extent they are earned
upon the end of the 2019 Long-Term Performance Period in accordance with the terms and conditions of the 2019 LTIP Long-Term Award
Agreements. 2019 Long-Term Performance-Based Award LTIP Units that are not earned will be forfeited and cancelled and earned LTIP
Units will be subject to forfeiture prior to vesting as set forth below.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The number of LTIP Units earned under the
Absolute TSR Component of the 2019 Long-Term Performance-Based Awards will be determined as soon as reasonably practicable following
the earlier of  (a) the calendar day immediately preceding March 5, 2022, or (b) the date upon which a “Change
of Control” (as defined in the relevant award agreement) occurs (the “Long-Term Valuation Date”), by multiplying
the total target number of Long-Term Performance-Based Award LTIP Units by 75% and then multiplying such product by the applicable
Percentage of Absolute TSR Component Earned based on the Company’s TSR as shown below:

|TSR            |  | Percentage
of Absolute TSR
Component Earned
|-------------- |  | -------------------------------------------
|Less than 21%  |  | 0%                                         
|21%            |  | 50%                                        
|27%            |  | 100%                                       
|33% or greater |  | 200%                                       



The Absolute TSR Component will be forfeited
in its entirety if the TSR is less than 21%. If the TSR is between 21% and 27%, or between 27% and 33%, the percentage of
the Absolute TSR Component earned will be determined using linear interpolation as between those tiers, respectively. If a “Change
of Control” occurs prior to the third anniversary of March 5, 2019, then the Absolute TSR Component will be calculated based
on a pro-rata portion of the above-referenced hurdle rates and then a partial service factor will be applied to determine the number
of earned LTIP Units.





16







The number of 2019 Long-Term Performance-Based
Award LTIP Units earned under the Relative TSR Component will be determined as soon as reasonably practicable following the Long-Term
Valuation Date by multiplying the number of Award LTIP Units by 25% and then multiplying such product by the applicable Percentage
of Relative TSR Component Earned based on the Company’s Relative Performance as shown below:



|Relative
Performance                                                              |  | Percentage of Relative TSR
Component Earned
|--------------------------------------------------------------------------------- |  | -------------------------------------------
|TSR below the 35th percentile of the SNL Healthcare REIT Index                    |  | 0%                                         
|TSR equal to the 35th percentile of the SNL Healthcare REIT Index                 |  | 50%                                        
|TSR equal to the 55th percentile of the SNL Healthcare REIT Index                 |  | 100%                                       
|TSR equal to or greater than the 75th percentile of the SNL Healthcare REIT Index |  | 200%                                       



The Relative TSR Component will be forfeited
in its entirety if the Relative Performance is below the 35th percentile of the SNL Healthcare REIT Index. If the Relative
Performance is between the 35th percentile and 55th percentile of the SNL Healthcare REIT Index, or between the 55th percentile
and 75th percentile of SNL Healthcare REIT Index, the percentage of the Relative TSR Component earned will be determined
using linear interpolation as between those tiers, respectively. If a “Change of Control” occurs prior to the third
anniversary of March 5, 2019, then the Relative TSR Component will be calculated based on above-referenced hurdle rates and then
a partial service factor will be applied to determine the number of earned LTIP Units.



As soon as practicable following the 2019
Long-Term Valuation Date, the Compensation Committee will determine the number of LTIP Units earned by each grantee under both
the Absolute TSR Component and the Relative TSR Component. Any 2019 Long-Term Performance-Based Award LTIP Units that are not earned
as set forth above will be forfeited, and the grantee will have no right in or to any such unearned and unissued LTIP Units after
it is determined that they were not earned.



Units that have been earned based on performance
as provided above are subject to forfeiture restrictions that will lapse in the following amounts and on the following vesting
dates subject to the continuous service of the grantee through and on the applicable vesting date:



| | (i) | 50% of the earned LTIP Units become vested as of the Long-Term Valuation Date; and
| | --- | ----------------------------------------------------------------------------------



| | (ii) | 50% of the earned LTIP Units become vested on the first anniversary of the Long-Term Valuation Date.
| | ---- | ----------------------------------------------------------------------------------------------------



Distributions



Pursuant to both the 2019 LTIP Annual Award
Agreements and 2019 LTIP Long-Term Performance-Based Award Agreements, distributions equal to the dividends declared and paid by
the Company accrued and will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee
could earn and are paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in
cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee. LTIP Units issued pursuant to
the time-based-vesting component of the 2019 LTIP Long-Term Awards (40% of aggregate 2019 LTIP Long-Term Awards) were issued and
outstanding as of the grant date (March 5, 2019) and, therefore, grantees received distributions on those awards during 2019.



​Influence of Say-on-Pay Results on Executive Compensation
Decisions



We provided stockholders with a “say-on-pay”
advisory vote on executive compensation at the 2019 Annual Meeting of Stockholders. Approximately 68% of the votes cast
on the say-on-pay proposal were cast “For” the approval of the compensation of our NEOs as disclosed in the proxy statement
distributed in connection with the 2019 Annual Meeting of Stockholders. The Compensation Committee evaluated the results of the
say-on-pay vote and in light of the support for our executive compensation program, it did not make any significant changes to
the executive compensation program and policies for fiscal year 2020 compensation based on the stockholder voting results.
We did, however, enhance our disclosure for 2020 to include the estimated aggregate amount of our NEO’s total 2019 salaries
and cash bonuses that may be reasonably associated with management fees that we paid to our Advisor, and further included an estimate
of fixed compensation (i.e. salaries and benefits) and variable compensation (i.e. discretionary cash bonuses) on a percentage
basis. The Compensation Committee will continue to consider the outcome of future say-on-pay votes when making future compensation
decisions for the NEOs. In addition, we provided stockholders with a “say-on-frequency” advisory vote at the 2018 Annual
Meeting of Stockholders to determine whether the say-on-pay advisory vote on executive compensation should occur every one, two,
or three years. Approximately 90% of the votes cast on the say-on-frequency proposal were in favor of a vote every year. Based
on the results of the say-on-frequency vote, the Board has determined to hold the say-on-pay vote annually.





17







Compensation Committee Report



The Compensation Committee has reviewed and
discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation
Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment.



Submitted by the Compensation Committee of
the Board of Directors



Henry Cole, Chairman 
Lori Wittman
Dr. Roscoe Moore



Compensation Committee Interlocks and Insider Participation



No current or former member of the Compensation
Committee is, or has been, one of our employees or officers. None of our executive officers currently serves, or during the past
fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more
executive officers serving on our Board of Directors or Compensation Committee.



Risk Considerations in our Executive Compensation Program



The Compensation Committee has reviewed its
compensation policies and practices with respect to certain employees of the Advisor who are dedicated or partially dedicated to
providing services to the Company, taking into consideration risk management practices and risk-taking incentives. Following such
review, we determined that our compensation policies and practices for such employees do not create risks that are reasonably likely
to have a material adverse effect on us.



Several features of the Company’s equity
compensation program and policies are designed to reduce the likelihood of excessive risk-taking by employees, including:



| | · | Our performance-based compensation is structured to reward both short-
and long-term corporate performance;
| | - | -----------------------------------------------------------------------------------------------------------



| | · | The payout amounts under the short-term and long-term incentives are
capped; and
| | - | --------------------------------------------------------------------------------





| | · | The Compensation Committee considers risk management when determining
the discretionary portion of our 2019 Annual Plan.
| | - | ------------------------------------------------------------------------------------------------------------------------





18







Summary
Compensation Table for 2019, 2018 and 2017



The Summary Compensation Table below contains,
in compliance with the reporting requirements of the SEC, the compensation information for our NEOs for the years ended December 31,
2019, 2018 and 2017. Equity compensation is reported in several different tables in this Amendment. For that reason, investors
should take care to not “double count” equity awards.



|Name
and Principal Position               |  | Year |  | Salary(1) |        |      | Stock Awards (2) |   |         | Other
(3) |  |   | Total   | 
|----------------------------------------- |  | ---- |  | --------- | ------ | ---- | ---------------- | - | ------- | --------- |  | - | ------- | 
|Jeffrey Busch                             |  | 2019 |  | $         | —      |      |                  | $ | 455,316 | (4)       |  | $ | 141,369 | 
|Chairman, CEO and                         |  | 2018 |  | $         | —      |      |                  | $ | 395,978 | (5)       |  | $ | 110,668 | 
|President                                 |  | 2017 |  | $         | —      |      |                  | $ | 610,007 | (6)       |  | $ | 62,950  | 
|                                          |  |      |  |           |        |      |                  |   |         |           |  |   |         | 
|Robert Kiernan                            |  | 2019 |  | $         | —      |      |                  | $ | 322,723 | (7)       |  | $ | 54,264  | 
|CFO and Treasurer                         |  | 2018 |  | $         | —      |      |                  | $ | 415,983 | (8)       |  | $ | 24,522  | 
|                                          |  | 2017 |  | $         | —      |      |                  | $ | 155,062 | (9)       |  | $ | 1,195   | 
|                                          |  |      |  |           |        |      |                  |   |         |           |  |   |         | 
|Alfonzo Leon                              |  | 2019 |  | $         | —      |      |                  | $ | 391,475 | (10)      |  | $ | 64,828  | 
|CIO                                       |  | 2018 |  | $         | —      |      |                  | $ | 324,983 | (11)      |  | $ | 42,558  | 
|                                          |  | 2017 |  | $         | —      |      |                  | $ | 192,492 | (12)      |  | $ | 23,819  | 
|                                          |  |      |  |           |        |      |                  |   |         |           |  |   |         | 
|Jamie Barber                              |  | 2019 |  | $         | —      |      |                  | $ | 287,696 | (13)      |  | $ | 44,469  | 
|General Counsel and Secretary             |  | 2018 |  | $         | 44,355 | (14) |                  | $ | 351,984 | (15)      |  | $ | 23,670  | 
|                                          |  | 2017 |  | $         | 80,645 | (14) |                  | $ | 179,998 | (16)      |  | $ | 2,092   | 
|                                          |  |      |  |           |        |      |                  |   |         |           |  |   |         | 
|Allen Webb                                |  | 2019 |  | $         | —      |      |                  | $ | 264,879 | (17)      |  | $ | 49,693  | 
|Senior Vice President – SEC Reporting and |  | 2018 |  | $         | —      |      |                  | $ | 217,344 | (18)      |  | $ | 35,806  | 
|Technical Accounting                      |  | 2017 |  | $         | —      |      |                  | $ | 170,004 | (19)      |  | $ | 20,344  | 





| | (1) | All of our NEOs are employees of our Advisor; therefore, we did not directly pay our NEOs salaries, cash bonuses or benefits
in 2019, 2018 or 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Except with respect to awards issued under the 2017 Long-Term Plan and the performance-based portions of the 2018 Long-Term
Plan and 2019 Long-Term Plan, which were based on a valuation determined by an independent consultant, the LTIP award values disclosed
in this summary compensation table are based on market values of the Company’s common stock at the time of grant. Awards
granted under the 2017 Long-Term Plan and the performance-based portions of the 2018 Long-Term Plan and 2019 Long-Term Plan were
valued using a Monte Carlo simulation. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance,
to simulate a range of possible future stock prices for the Company and the members of the SNL Healthcare REIT Index over the performance
period. See Note 7 to our audited consolidated financial statements included in the Original Filing for a discussion of the relevant
assumptions used to determine the grant date fair value of these awards.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents distributions paid on vested and unvested LTIP Units.
| | --- | ----------------------------------------------------------------



| | (4) | Consists of: (i) 4,500 LTIP Units issued as a discretionary grant on March 5, 2019, 50% of which vested upon grant and the
remaining 50% of which vested on March 5, 2020, (ii) 17,875 LTIP Unit Awards issued pursuant to our 2019 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2019 Annual Plan is 1.5 times the target number
of units, which would result in a value of $270,002, based on the closing price per share on the date of grant and
(iii) 22,985 LTIP Unit Awards issued pursuant to our 2019 Long-Term Plan, which consists of the time-based portion of such grant
(9,136 LTIP units) and the performance-based portion (13,849 LTIP units) at the target level. The maximum number of LTIP Units
that could be issued under the 2019 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target
number of Long-Term Performance-Based Awards, which would result in a value of $414,000, based on the valuation determined
by an independent consultant on the date of grant.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





19







| | (5) | Consists of: (i) 25,714 LTIP Unit Awards issued pursuant to our 2018 Annual Plan, which reflects the target level; the maximum
number of LTIP Units that could be issued under the 2018 Annual Plan is 1.5 times the target number of units, which would
result in a value of $269,984, based on the closing price per share on the date of grant and (ii) 32,951 LTIP Unit Awards
issued pursuant to our 2018 Long-Term Plan, which consists of the time-based portion of such grant (13,111 LTIP units) and the
performance-based portion (19,840 LTIP units) at the target level. The maximum number of LTIP Units that could be issued under
the 2018 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term
Performance-Based Awards, which would result in a value of $345,588, based on the valuation determined by an independent
consultant on the date of grant.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Consists of:  (i) 32,787 LTIP Units issued on October 11, 2017, in connection with Mr. Busch’s
appointment as Chief Executive Officer of the Company, at a price of  $9.15 per unit, which represented the per share closing
price of the Company’s common stock on the date of issuance, 50% of which vested on October 11, 2018 and the remaining
50% of which vested on October 11, 2019, and (ii) 13,095 LTIP Unit Awards issued pursuant to our 2017 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2017 Annual Plan is 1.5 times the target number
of units, which would result in a value of $164,997, based on the closing price per share on the date of grant and
(iii) 25,975 LTIP Unit Awards issued pursuant to our 2017 Long-Term Plan, which reflects the target level. The maximum number of
LTIP Units that could be issued under the 2017 Long-Term Plan is two times the target number of units, which would result
in a value of $400,016, based on the valuation determined by an independent consultant on the date of grant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Consists of: (i) 3,250 LTIP Units issued as a discretionary grant on March 5, 2019, 50% of which vested upon grant and the
remaining 50% of which vested on March 5, 2020, (ii) 14,896 LTIP Unit Awards issued pursuant to our 2019 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2019 Annual Plan is 1.5 times the target number
of units, which would result in a value of $225,004, based on the closing price per share on the date of grant and
(iii) 15,990 LTIP Unit Awards issued pursuant to our 2019 Long-Term Plan, which consists of the time-based portion of such grant
(6,356 LTIP units) and the performance-based portion (9,634 LTIP units) at the target level. The maximum number of LTIP Units that
could be issued under the 2019 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number
of Long-Term Performance-Based Awards, which would result in a value of $288,000, based on the valuation determined
by an independent consultant on the date of grant.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (8) | Consists of: (i) 19,727 LTIP Unit Awards issued as retention awards pursuant to the Plan, 50% of which vested on March 5, 2020
and the remaining 50% vest on March 5, 2021, (ii) 18,571 LTIP Unit Awards issued pursuant to our 2018 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2018 Annual Plan is 1.5 times the target number
of units, which would result in a value of $194,986, based on the closing price per share on the date of grant and
(iii) 23,799 LTIP Unit Awards issued pursuant to our 2018 Long-Term Plan, which consists of the time-based portion of such grant
(9,469 LTIP units) and the performance-based portion (14,330 LTIP units) at the target level. The maximum number of LTIP Units
that could be issued under the 2018 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target
number of Long-Term Performance-Based Awards, which would result in a value of $249,591, based on the valuation determined
by an independent consultant on the date of grant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Consists of:  (i) 5,974 LTIP Units issued on August 23, 2017, in connection with Mr. Kiernan’s
appointment as Chief Financial Officer and Treasurer of the Company, at a price of  $8.37 per unit, which represented the
per share closing price of the Company’s common stock on the date of issuance, one-third of which vested on August 23,
2018 and one-third of which vested on August 23, 2019 and the remaining one-third of which will vest on August 23, 2020, (ii) 2,994
LTIP Unit Awards issued pursuant to our 2017 Annual Plan, which reflects the target level; the maximum number of LTIP Units that
could be issued under the 2017 Annual Plan is 1.5 times the target number of units, which would result in a value of $37,590,
based on the closing price per share on the date of grant and (iii) 10,621 LTIP Unit Awards issued pursuant to our 2017 Long-Term
Plan, which reflects the target level. The maximum number of LTIP Units that could be issued under the 2017 Long-Term Plan is two
times the target number of units, which would result in a value of $160,000, based on the valuation determined by an independent
consultant on the date of grant.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Consists of: (i) 3,125 LTIP Units issued as a discretionary grant on March 5, 2019, 50% of which vested upon grant and the
remaining 50% of which vested on March 5, 2020, (ii) 14,896 LTIP Unit Awards issued pursuant to our 2019 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2019 Annual Plan is 1.5 times the target number
of units, which would result in a value of $225,004, based on the closing price per share on the date of grant and
(iii) 20,987 LTIP Unit Awards issued pursuant to our 2019 Long-Term Plan, which consists of the time-based portion of such grant
(8,342 LTIP units) and the performance-based portion (12,645 LTIP units) at the target level. The maximum number of LTIP Units
that could be issued under the 2019 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target
number of Long-Term Performance-Based Awards, which would result in a value of $378,000, based on the valuation determined
by an independent consultant on the date of grant.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





20







| | (11) | Consists of: (i) 17,857 LTIP Unit Awards issued pursuant to our 2018 Annual Plan, which reflects the target level; the maximum
number of LTIP Units that could be issued under the 2018 Annual Plan is 1.5 times the target number of units, which would
result in a value of $187,489, based on the closing price per share on the date of grant and (ii) 30,510 LTIP Unit Awards
issued pursuant to our 2018 Long-Term Plan, which consists of the time-based portion of such grant (12,140 LTIP units) and the
performance-based portion (18,370 LTIP units) at the target level. The maximum number of LTIP Units that could be issued under
the 2018 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term
Performance-Based Awards, which would result in a value of $319,990, based on the valuation determined by an independent
consultant on the date of grant.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Consists of: (i) 11,011 LTIP Unit Awards issued pursuant to our 2017 Annual Plan, which reflects the target level; the
maximum number of LTIP Units that could be issued under the 2017 Annual Plan is 1.5 times the target number of units, which
would result in a value of $138,739, based on the closing price per share on the date of grant and (ii) 12,987 LTIP Unit Awards
issued pursuant to our 2017 Long-Term Plan, which reflects the target level. The maximum number of LTIP Units that could be issued
under the 2017 Long-Term Plan is two times the target number of units, which would result in a value of $200,000, based
on the valuation determined by an independent consultant on the date of grant.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Consists of: (i) 2,750 LTIP Units issued as a discretionary grant on March 5, 2019, 50% of which vested upon grant and the
remaining 50% of which vested on March 5, 2020, (ii) 11,917 LTIP Unit Awards issued pursuant to our 2019 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2019 Annual Plan is 1.5 times the target number
of units, which would result in a value of $180,006, based on the closing price per share on the date of grant and
(iii) 13,991 LTIP Unit Awards issued pursuant to our 2019 Long-Term Plan, which consists of the time-based portion of such grant
(5,561 LTIP units) and the performance-based portion (8,430 LTIP units) at the target level. The maximum number of LTIP Units that
could be issued under the 2019 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number
of Long-Term Performance-Based Awards, which would result in a value of $252,000, based on the valuation determined
by an independent consultant on the date of grant.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | On May 8, 2017, the Company and its Advisor entered into an agreement pursuant to which the Company agreed, for a period
of one year, to reimburse the Advisor for $125,000 of Mr. Barber’s annual salary. Of the $125,000 salary reimbursement,
$44,355 was incurred in 2018 and the remainder, $80,645, was incurred in 2017.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (15) | Consists of: (i) 16,692 Unit Awards issued as retention awards pursuant to the Plan, 50% of which vested on March 5, 2020 and
the remaining 50% vest on March 5, 2021, (ii) 15,714 LTIP Unit Awards issued pursuant to our 2018 Annual Plan, which reflects the
target level; the maximum number of LTIP Units that could be issued under the 2018 Annual Plan is 1.5 times the target number of units,
which would result in a value of $164,989, based on the closing price per share on the date of grant and (iii) 20,136 LTIP
Unit Awards issued pursuant to our 2018 Long-Term Plan, which consists of the time-based portion of such grant (8,012 LTIP units)
and the performance-based portion (12,124 LTIP units) at the target level. The maximum number of LTIP Units that could be issued
under the 2018 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term
Performance-Based Awards, which would result in a value of $211,191, based on the valuation determined by an independent
consultant on the date of grant.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (16) | Consists of: (i) 5,230 LTIP Units issued on May 8, 2017 in connection with Mr. Barber’s appointment as
General Counsel and Secretary, at a price of $9.56 per unit, which represented the per share closing price of the Company’s
common stock on the date of issuance, one-third of which vested on May 8, 2018, one-third of which vested on May 8, 2019,
and the remaining one-third of which will vest on May 8, 2020, (ii) 5,230 LTIP Unit Awards issued pursuant to our 2017 Annual Plan,
which reflects the target level; the maximum number of LTIP Units that could be issued under the 2017 Annual Plan is 1.5 times
the target number of units, which would result in a value of $74,998, based on the closing price per share on the date of
grant and (iii) 7,133 LTIP Unit Awards issued pursuant to our 2017 Long-Term Plan, which reflects the target level. The maximum
number of LTIP Units that could be issued under the 2017 Long-Term Plan is two times the target number of units, which would
result in a value of $160,000, based on the valuation determined by an independent consultant on the date of grant.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





21







| | (17) | Consists of: (i) 2,470 LTIP Units issued as a discretionary grant on March 5, 2019, 50% of which vested upon grant and the
remaining 50% of which vested on March 5, 2020, (ii) 10,924 LTIP Unit Awards issued pursuant to our 2019 Annual Plan, which reflects
the target level; the maximum number of LTIP Units that could be issued under the 2019 Annual Plan is 1.5 times the target number
of units, which would result in a value of $165,007, based on the closing price per share on the date of grant and
(iii) 12,992 LTIP Unit Awards issued pursuant to our 2019 Long-Term Plan, which consists of the time-based portion of such grant
(5,164 LTIP units) and the performance-based portion (7,828 LTIP units) at the target level. The maximum number of LTIP Units that
could be issued under the 2019 Long-Term Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number
of Long-Term Performance-Based Awards, which would result in a value of $234,000, based on the valuation determined
by an independent consultant on the date of grant.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (18) | Consists of: (i) 14,114 LTIP Unit Awards issued pursuant to our 2018 Annual Plan, which reflects the target level; the maximum
number of LTIP Units that could be issued under the 2018 Annual Plan is 1.5 times the target number of units, which would
result in a value of $148,190, based on the closing price per share on the date of grant and (ii) 18,086 LTIP Unit Awards
issued pursuant to our 2018 Long-Term Plan, which consists of the time-based portion of such grant (7,196 LTIP units) and the performance-based
portion (10,890 LTIP units) at the target level. The maximum number of LTIP Units that could be issued under the 2018 Long-Term
Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based
Awards, which would result in a value of $189,686, based on the valuation determined by an independent consultant on the
date of grant.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (19) | Consists of: (i) 10,714 LTIP Unit Awards issued pursuant to our 2017 Annual Plan, which reflects the target level; the
maximum number of LTIP Units that could be issued under the 2017 Annual Plan is 1.5 times the target number of units, which
would result in a value of $134,996, based on the closing price per share on the date of grant and (ii) 10,390 LTIP Unit
Awards issued pursuant to our 2017 Long-Term Plan, which reflects the target level. The maximum number of LTIP Units that could
be issued under the 2017 Long-Term Plan is two times the target number of units, which would result in a value of $160,012
based on the valuation determined by an independent consultant on the date of grant.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







Grants
of Plan-Based Awards Table



The following table presents information
concerning each grant made to our NEOs in the fiscal year ended December 31, 2019, under any plan, including awards, if any,
that subsequently have been transferred. In accordance with SEC rules, the table does not include awards granted after December 31,
2019.



|               |  |               |  |               |  |                        |  | Estimated
Future Payouts Under Equity Incentive Plan Awards(1) |        |  |        |  |        |         | 
|-------------- |  | ------------- |  | ------------- |  | ---------------------- |  | -------------------------------------------------------------- | ------ |  | ------ |  | ------ | ------- | 
|Name           |  | Type
of Award |  | Grant
Date    |  | Date
of Board Approval |  | Threshold                                                      |        |  | Target |  |        | Maximum | 
|Jeffrey Busch  |  | LTIP Units    |  | March 5, 2019 |  | March 5, 2019          |  |                                                                | 15,862 |  |        |  | 31,724 |         | 
|Robert Kiernan |  | LTIP Units    |  | March 5, 2019 |  | March 5, 2019          |  |                                                                | 12,265 |  |        |  | 24,530 |         | 
|Alfonzo Leon   |  | LTIP Units    |  | March 5, 2019 |  | March 5, 2019          |  |                                                                | 13,771 |  |        |  | 27,541 |         | 
|Jamie Barber   |  | LTIP Units    |  | March 5, 2019 |  | March 5, 2019          |  |                                                                | 10,174 |  |        |  | 20,347 |         | 
|Allen Webb     |  | LTIP Units    |  | March 5, 2019 |  | March 5, 2019          |  |                                                                | 9,376  |  |        |  | 18,752 |         | 



​



| | (1) | These columns show the threshold, target and maximum number of shares of common stock that could be issued in connection with
performance-based LTIP Units granted in 2019 under the Company’s 2019 Annual Plan and 2019 Long-Term Plan to each of the
NEOs. The exact number of units to be issued depends upon, among other things, the Company’s financial performance,
as described in the “Compensation Discussion and Analysis” section of this Amendment.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | 2019 Annual and Long-Term Award grants are reflected at the target level.
| | --- | -------------------------------------------------------------------------



| | (3) | Reflects the time-based awards granted pursuant to the 2019 Long-Term Plan and a discretionary grant.
| | --- | -----------------------------------------------------------------------------------------------------



See “Compensation Discussion and
Analysis — 2019 Annual and Long-Term Incentive Plans” for a description of the material terms of the awards granted
under these plans. Initially, all LTIP Units will not have full parity with our operating partnership’s common units
with respect to liquidating distributions. Upon the occurrence of certain “book-up” events described in the partnership
agreement, LTIP Units can, over time, achieve full parity with our operating partnership’s common units for all purposes,
and therefore accrete to an economic value equivalent to one share of common stock. If such parity is reached, vested LTIP Units
may be redeemed for cash in an amount equal to the then fair market value of an equal number of shares of our common stock or
converted into an equal number of shares of our common stock, as determined by us at our election.





23







Outstanding
Equity Awards at Fiscal Year End



The following table presents information
concerning equity awards for our NEOs that were outstanding as of December 31, 2019.



|               |  | Stock
Awards                                            |       
|-------------- |  | ------------------------------------------------------- | ------
|Name           |  | Number
of Shares or Units of
Stock That Have Not Vested |       
|Jeffrey Busch  |  |                                                         | 29,318
|Robert Kiernan |  |                                                         | 42,650
|Alfonzo Leon   |  |                                                         | 24,380
|Jamie Barber   |  |                                                         | 35,151
|Allen Webb     |  |                                                         | 15,712








| | (1) | Based on the closing price of the Company’s common
stock on December 31, 2019, which was the last trading day of 2019, of $13.23 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Consists of:  (i) 2,250 LTIP Units issued
as a discretionary grant on March 5, 2019 that had not vested as of December 31, 2019; these remaining units vested
in full on March 5, 2020, (ii) 9,191 LTIP Units issued in connection with our 2018 Annual Incentive Plan that had not vested as
of December 31, 2019; these remaining units will vest in full on March 5, 2020, (iii) 9,136 time-based-vesting-only LTIP Units
issued in connection with our 2019 Long Term Incentive Plan that had not vested as of December 31, 2019; one-third of these units
vested on March 5, 2020 and the remaining two-thirds will vest in equal installments on each of March 5, 2021 and 2022 and (iv)
8,741 time-based-vesting-only LTIP Units issued in connection with our 2018 Long Term Incentive Plan that had not vested as of
December 31, 2019; one-half of these remaining units vested on March 5, 2020 and the remaining one-half will vest on March 5,
2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of: (i) 17,875 unearned LTIP Units as of
December 31, 2019 pursuant to the 2019 Annual Incentive Plan at the target level amount, (ii) 51,950 unearned LTIP Units
as of December 31, 2019 pursuant to the 2017 Long-Term Performance-Based Incentive Plan at the maximum level amount, (iii)
39,680 unearned LTIP Units as of December 31, 2019 pursuant to the 2018 Long-Term Performance-Based Incentive Plan at the
maximum level amount and (iv) 27,698 unearned LTIP Units as of December 31, 2019 pursuant to the 2019 Long-Term Performance-Based
Incentive Plan at the maximum level amount. Upon issuance 50% of the LTIP Units issued under the 2019 Annual Plan will vest and
the remaining 50% will vest on the first anniversary of the issuance date. Upon issuance 50% of the LTIP Units issued under the
Long-Term Performance-Based Incentive Plans will vest on the issuance date and the remaining 50% will vest on the first anniversary
of the issuance date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of: (i) 1,625 LTIP Units issued as a discretionary
grant on March 5, 2019 that had not vested as of December 31, 2019; these units vested in full on March 5, 2020, (ii)
1,991 LTIP Units issued in connection with Mr. Kiernan’s appointment as Chief Financial Officer of the Company that
had not vested as of December 31, 2019; these units will vest in full on August 23, 2020, (iii) 19,727 LTIP Units issued
as retention grants in 2018 and that had not vested as of December 31, 2019; one half of these units vested on March 5, 2020 and
the remaining one-half will vest on March 5, 2021, (iv) 6,638 LTIP Units issued in connection with our 2018 Annual Incentive Plan
that had not vested as of December 31, 2019; these units will vest in full on March 5, 2020, (v) 6,356 time-based-vesting-only
LTIP Units issued in connection with our 2019 Long Term Incentive Plan that had not vested as of December 31, 2019; one-third
of these units vested on March 5, 2020 and the remaining two-thirds will vest in equal installments on each of March 5, 2021 and
2022, and (vi) 6,313 time-based-vesting-only LTIP Units issued in connection with our 2018 Long Term Incentive Plan that had not
vested as of December 31, 2019; one-half of these units vested on March 5, 2020 and the remaining one-half will vest on March
5, 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





24







| | (5) | Consists of: (i) 14,896 unearned LTIP Units as of
December 31, 2019 pursuant to the 2019 Annual Incentive Plan at the target level amount, (ii) 21,242 unearned LTIP Units
as of December 31, 2019 pursuant to the 2017 Long-Term Performance-Based Incentive Plan at the maximum level amount, (iii)
28,660 unearned LTIP Units as of December 31, 2019 pursuant to the 2018 Long-Term Performance-Based Incentive Plan at the
maximum level amount and (iv) 19,268 unearned LTIP Units as of December 31, 2019 pursuant to the 2019 Long-Term Performance-Based
Incentive Plan at the maximum level amount. Upon issuance 50% of the LTIP Units issued under the 2019 Annual Plan will vest and
the remaining 50% will vest on the first anniversary of the issuance date. Upon issuance 50% of the LTIP Units issued under the
Long-Term Performance-Based Incentive Plans will vest on the issuance date and the remaining 50% will vest on the first anniversary
of the issuance date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Consists of:  (i) 1,563 LTIP Units issued
as a discretionary grant on March 5, 2019 that had not vested as of December 31, 2019; these remaining units vested
in full on March 5, 2020, (ii) 6,383 LTIP Units issued in connection with our 2018 Annual Incentive Plan that had not vested as
of December 31, 2019; these units vested in full on March 5, 2020, (iii) 8,342 time-based-vesting-only LTIP Units issued in connection
with our 2019 Long Term Incentive Plan that had not vested as of December 31, 2019; one-third of these units vested on March 5,
2020 and the remaining two-thirds will vest in equal installments on each of March 5, 2021 and 2022 and (iv) 8,093 time-based-vesting-only
LTIP Units issued in connection with our 2018 Long Term Incentive Plan that had not vested as of December 31, 2019; one-half of
these units vested on March 5, 2020 and the remaining one-half will vest on March 5, 2021.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Consists of: (i) 14,896 unearned LTIP Units as of
December 31, 2019 pursuant to the 2019 Annual Incentive Plan at the target level amount, (ii) 25,974 unearned LTIP Units
as of December 31, 2019 pursuant to the 2017 Long-Term Performance-Based Incentive Plan at the maximum level amount, (iii)
36,740 unearned LTIP Units as of December 31, 2019 pursuant to the 2018 Long-Term Performance-Based Incentive Plan at the
maximum level amount and (iv) 25,290 unearned LTIP Units as of December 31, 2019 pursuant to the 2019 Long-Term Performance-Based
Incentive Plan at the maximum level amount. Upon issuance 50% of the LTIP Units issued under the 2019 Annual Plan will vest
and the remaining 50% will vest on the first anniversary of the issuance date. Upon issuance 50% of the LTIP Units issued under
the Long-Term Performance-Based Incentive Plans will vest on the issuance date and the remaining 50% will vest on the first anniversary
of the issuance date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Consists of: (i) 1,375 LTIP Units issued as a discretionary
grant on March 5, 2019 that had not vested as of December 31, 2019; these units vested in full on March 5, 2020, (ii)
1,743 LTIP Units issued in connection with Mr. Barber’s appointment as General Counsel and Secretary of the Company
that had not vested as of December 31, 2019; these units will vest in full on May 8, 2020, (iii) 16,692 LTIP Units issued
as retention grants in 2018 and that had not vested as of December 31, 2019; one-half of these units vested on March 5, 2020 and
the remaining one-half will vest on March 5, 2021, (iv) 4,438 LTIP Units issued in connection with our 2018 Annual Incentive Plan;
these units vested in full on March 5, 2020, (v) 5,561 time-based-vesting-only LTIP Units issued in connection with our 2019 Long
Term Incentive Plan that had not vested as of December 31, 2019; one-third of these units vested on March 5, 2020 and the remaining
two-thirds will vest in equal installments on each of March 5, 2021 and 2022, and (vi) 5,341 time-based-vesting-only LTIP Units
issued in connection with our 2018 Long Term Incentive Plan that had not vested as of December 31, 2019; one-half of these units
vested on March 5, 2020 and the remaining one-half will vest on March 5, 2021.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Consists of: (i) 11,917 unearned LTIP Units as of
December 31, 2019 pursuant to the 2019 Annual Incentive Plan at the target level amount, (ii) 14,266 unearned LTIP Units
as of December 31, 2019 pursuant to the 2017 Long-Term Performance-Based Incentive Plan at the maximum level amount, (iii)
24,248 unearned LTIP Units as of December 31, 2019 pursuant to the 2018 Long-Term Performance-Based Incentive Plan at the
maximum level amount and (iv) 16,860 unearned LTIP Units as of December 31, 2019 pursuant to the 2019 Long-Term Performance-Based
Incentive Plan at the maximum level amount. Upon issuance 50% of the LTIP Units issued under the 2019 Annual Plan will vest and
the remaining 50% will vest on the first anniversary of the issuance date. Upon issuance 50% of the LTIP Units issued under the
Long-Term Performance-Based Incentive Plans will vest on the issuance date and the remaining 50% will vest on the first anniversary
of the issuance date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25







| | (10) | Consists of:  (i) 1,235 LTIP Units issued
as a discretionary grant on March 5, 2019 that had not vested as of December 31, 2019; these remaining units vested
in full on March 5, 2020, (ii) 4,516 LTIP Units issued in connection with our 2018 Annual Incentive Plan that had not vested as
of December 31, 2019; these remaining units vested in full on March 5, 2020, (iii) 5,164 time-based-vesting-only LTIP Units issued
in connection with our 2019 Long Term Incentive Plan that had not vested as of December 31, 2019; one-third of these units vested
on March 5, 2020 and the remaining two-thirds will vest in equal installments on each of March 5, 2021 and 2022 and (iv) 4,797
time-based-vesting-only LTIP Units issued in connection with our 2018 Long Term Incentive Plan that had not vested as of December
31, 2019; one-half of these units vested on March 5, 2020 and the remaining one-half will vest on March 5, 2021.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Consists of: (i) 10,924 unearned LTIP Units as of
December 31, 2019 pursuant to the 2019 Annual Incentive Plan at the target level amount, (ii) 20,780 unearned LTIP Units
as of December 31, 2019 pursuant to the 2017 Long-Term Performance-Based Incentive Plan at the maximum level amount, (iii)
21,780 unearned LTIP Units as of December 31, 2019 pursuant to the 2018 Long-Term Performance-Based Incentive Plan at the
maximum level amount and (iv) 15,656 unearned LTIP Units as of December 31, 2019 pursuant to the 2019 Long-Term Performance-Based
Incentive Plan at the maximum level amount. Upon issuance 50% of the LTIP Units issued under the 2019 Annual Plan will vest and
the remaining 50% will vest on the first anniversary of the issuance date. Upon issuance 50% of the LTIP Units issued under the
Long-Term Performance-Based Incentive Plans will vest on the issuance date and the remaining 50% will vest on the first anniversary
of the issuance date.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





26







Option
Exercises and Stock Vested Table





The following table presents information
concerning option exercises and stock vested for NEOs that were outstanding as of December 31, 2019.



|               |  | Stock
Awards                         |        
|-------------- |  | ------------------------------------ | -------
|Name           |  | Number of Shares Acquired on Vesting |        
|Jeffrey Busch  |  |                                      | 137,016
|Robert Kiernan |  |                                      | 17,626 
|Alfonzo Leon   |  |                                      | 49,948 
|Jamie Barber   |  |                                      | 15,857 
|Allen Webb     |  |                                      | 41,540 










| | (1) | Based on the closing price of the Company’s common stock on December 31, 2019, which was the last trading day of
2019, of $13.23 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Consists of : (i) 70,000 LTIP Units issued in connection with the Company’s initial public offering on July
1, 2016 that had vested as of December 31, 2019, (ii) 8,688 LTIP Units issued on December 21, 2016 that had vested as
of December 31, 2019, (iii) 32,787 LTIP Units issued on October 11, 2017 that had vested as of December 31, 2019, (iv) 9,730
LTIP Units issued pursuant to our 2017 Annual Performance Plan that had vested as of December 31, 2019, (v) 9,191 LTIP Units issued
pursuant to our 2018 Annual Performance Plan that had vested as of December 31, 2019, (vi) 4,370 LTIP Units issued pursuant to
our 2018 Long-Term Incentive Plan that had vested as of December 31, 2019 and (vii) 2,250 LTIP Units issued as a discretionary
grant in 2019 that had vested as of December 31, 2019.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (3) | Consists of: (i) 3,983 LTIP Units issued on August 23, 2017 that had vested as of December 31, 2019, (ii) 2,225 LTIP Units
issued pursuant to our 2017 Annual Performance Plan that had vested as of December 31, 2019, (iii) 6,638 LTIP Units issued pursuant
to our 2018 Annual Performance Plan that had vested as of December 31, 2019, (iv) 3,156 LTIP Units issued pursuant to our 2018
Long-Term Incentive Plan that had vested as of December 31, 2019 and (v) 1,625 LTIP Units issued as a discretionary grant in 2019
that had vested as of December 31, 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (4) | Consists of : (i) 20,000 LTIP Units issued in connection with the Company’s initial public offering on July
1, 2016 that had vested as of December 31, 2019, (ii) 9,774 LTIP Units issued on December 21, 2016 that had vested as
of December 31, 2019, (iii) 8,182 LTIP Units issued pursuant to our 2017 Annual Performance Plan that had vested as of December
31, 2019, (iv) 6,383 LTIP Units issued pursuant to our 2018 Annual Performance Plan that had vested as of December 31, 2019, (v)
4,047 LTIP Units issued pursuant to our 2018 Long-Term Incentive Plan that had vested as of December 31, 2019 and (vi) 1,563 LTIP
Units issued as a discretionary grant in 2019 that had vested as of December 31, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of: (i) 3,487 LTIP Units issued on May 8, 2017 that had vested as of December 31, 2019, (ii) 3,886 LTIP Units issued
pursuant to our 2017 Annual Performance Plan that had vested as of December 31, 2019, (iii) 4,438 LTIP Units issued pursuant to
our 2018 Annual Performance Plan that had vested as of December 31, 2019, (iv) 2,671 LTIP Units issued pursuant to our 2018 Long-Term
Incentive Plan that had vested as of December 31, 2019 and (v) 1,375 LTIP Units issued as a discretionary grant in 2019 that had
vested as of December 31, 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Consists of : (i) 20,000 LTIP Units issued in connection with the Company’s initial public offering on July
1, 2016 that had vested as of December 31, 2019, (ii) 5,430 LTIP Units issued on December 21, 2016 that had vested as
of December 31, 2019, (iii) 7,961 LTIP Units issued pursuant to our 2017 Annual Performance Plan that had vested as of December
31, 2019, (iv) 4,516 LTIP Units issued pursuant to our 2018 Annual Performance Plan that had vested as of December 31, 2019, (v)
2,399 LTIP Units issued pursuant to our 2018 Long-Term Incentive Plan that had vested as of December 31, 2019 and (vi) 1,235 LTIP
Units issued as a discretionary grant in 2019 that had vested as of December 31, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





27







Potential
Payments Upon Termination or Change of Control



Time-Based LTIP Awards.



The LTIP Award agreements related to LTIP
Awards issued outside of our Annual and Long-Term Performance-Based Plans provide that LTIP Units will vest upon the date that
the grantee’s employment with the Company and its affiliates ends on account of the grantee’s termination of employment
by the Company or its affiliates without Cause (as defined below) or by the grantee for Good Reason (as defined below) or upon
a Change-in-Control (as defined below) (each, a “Qualified Termination”):



“Cause” means, with respect to
the grantee, a determination by the Compensation Committee in its sole discretion that the grantee has: (i) materially breached
a written agreement between the grantee and the Company or one of its affiliates, including the material breach of any written
policy or written code of conduct established by the Company or one of its affiliates and applicable to the grantee; (ii) committed
an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (iii) been convicted
of or been indicted for, or pled nolo contendereto, any felony (or state law equivalent) or any crime or misdemeanor
involving moral turpitude; (iv) willfully failed or refused, other than due to disability, to perform the grantee’s duties
to the Company or one of its affiliates; or (v) engaged in any other conduct that is materially injurious (whether monetarily
or otherwise) to the Company or one of its affiliates.



“Good Reason” means: (i) a
material diminution in the grantee’s base salary; (ii) a material diminution or adverse change in the grantee’s title,
duties or authority; (iii) a material breach by the Company or the Operating Partnership of any of its covenants or obligations
under the relevant LTIP Award Agreement; or (iv) the relocation of the geographic location of the grantee’s principal place
of employment by more than 50 miles from the location of the grantee’s principal place of employment; provided that, in the
case of the grantee’s allegation of Good Reason, (A) the condition described in the foregoing clauses must have arisen without
the grantee’s consent; (B) the grantee must provide written notice to Operating Partnership of such condition in accordance
with the Agreement within 45 days of the initial existence of the condition; (C) the condition specified in such notice must
remain uncorrected for 30 days after receipt of such notice by Operating Partnership; and (D) the grantee’s date of
termination must occur within 60 days after such notice is received by Operating Partnership.



“Change-in-Control” means and includes each of the
following:



(a) The acquisition, either directly or indirectly,
by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act), of more than 50% of either (i) the then outstanding shares
of the Company’s common stock (the “Common Stock”), taking into account as outstanding for this purpose
such shares of Common Stock issuable upon the exercise of options or warrants, the conversion of convertible shares or debt, and
the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii)
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that the
following acquisitions shall not constitute a Change in Control (i) any acquisition by the Company or any of its subsidiaries,
(ii) any acquisition by a trustee or other fiduciary holding the Company’s securities under an employee benefit plan sponsored
or maintained by the Company or any of its affiliates, (iii) any acquisition by an underwriter, initial purchaser or placement
agent temporarily holding the Company’s securities pursuant to an offering of such securities or (iv) any acquisition by
an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of the then Outstanding Company Common Stock.



(b) Individuals who constitute incumbent
Directors at the beginning of any two-consecutive-year period, together with any new incumbent Directors who become members of
the Board during such two-year period, cease to be a majority of the Board at the end of such two-year period.





28







(c) The consummation of a reorganization,
merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the
approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
 “Business Combination”), in each case, unless following such Business Combination:



(i) the individuals and entities who were
the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially
own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting from such
Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or
indirectly has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors
(or the analogous governing body) of the Successor Entity (the “Parent Company”));



(ii) no Person beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous
governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and



(iii) at least a majority of the members
of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor
Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval
of the execution of the initial agreement providing for such Business Combination.



(d) The direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that
is not a subsidiary of the Company.



Annual and Long-Term Performance-Based Incentive Awards



Qualified Termination —
The LTIP Award agreements related to LTIP Awards issued pursuant to our Annual and Long-Term Performance-Based Awards provide that
all earned LTIP Units will vest upon the date of a Qualified Termination. Forfeiture restrictions are removed in the event of a
termination of the executive’s position without “Cause” or for “Good Reason” or as a result of the
executive’s retirement, although transfer and redemption restrictions remain until such dates as such executive’s awards
would have vested absent such termination or retirement.



The LTIP Award agreements related to LTIP
Awards issued pursuant to Annual and Long-Term Performance-Based Awards provide that, with respect to any unearned LTIP Units as
of the date of a Qualified Termination, the relevant performance metrics will be evaluated on the original valuation date for each
plan as if such termination had not occurred and then, with respect to LTIP Units then earned, a partial service factor will be
applied to determine that actual number of LTIP Units to issue to the grantee.



Change-in-Control — Upon
a Change-in-Control, with respect to the Annual Performance-Based Awards, (i) if a Change-in-Control had occurred prior to
the first anniversary of the effective date of the plan, the performance goals related to such plan would have been pro-rated based
on the effective date of the Change-in-Control and the number of resulting earned LTIP Awards would have been pro-rated based on
the effective date of the Change-in-Control and (ii) if a Change-in-Control occurs after the first anniversary of the effective
date of the plan, the performance goals will be measured as if such Change-in-Control had not occurred and the amount of earned
LTIP Units will be determined accordingly.



With respect to the Long-Term Performance-Based
Awards, (i) if a Change-in-Control occurs prior to the third anniversary of the effective date of the plan, the performance
goals related to such plan would have been pro-rated based on the effective date of the Change-in-Control and the number of resulting
earned LTIP Awards would have been pro-rated based on the effective date of the Change-in-Control and (ii) if a Change-in-Control
occurs after the third anniversary of the effective date of the plan, the performance goals will be measured as if such Change-in-Control
had not occurred and the amount of earned LTIP Units will be determined accordingly.





29







Any earned LTIP Units issued upon a Change-in-Control
as described above will be subject to the same vesting schedule as if the Change-in-Control had not occurred except that, if a
Qualified Termination occurs prior to the one-year anniversary of such Change-in-Control, all earned LTIP Units shall immediately
vest upon such termination.



The following tables represent the payments
due to our NEOs in the event termination or change in control payments would have been triggered under the 2016 Plan, the Annual
Performance-Based Awards and the Long-Term Performance-Based Incentive Plans as of December 31, 2019.



Payments Due Upon a Qualified Termination.





|Name           |  | Stock Awards |        |     | Total (1) |  
|-------------- |  | ------------ | ------ | --- | --------- | -
|Jeffrey Busch  |  |              | 29,318 | (2) |           | $
|Robert Kiernan |  |              | 42,650 | (3) |           | $
|Alfonzo Leon   |  |              | 24,380 | (4) |           | $
|Jamie Barber   |  |              | 35,151 | (5) |           | $
|Allen Webb     |  |              | 15,712 | (6) |           | $



| | (1) | Based on the closing price of the Company’s common stock on December 31, 2019, which was the last trading day of
2019, of $13.23 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Consists of (i) 2,250 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 9,191 LTIPs issued pursuant
to the 2018 Annual Plan that had not vested as of December 31, 2019, (iii) 9,136 LTIP Units issued pursuant to the time-based vesting
portion of the 2019 Long-Term Incentive Plan that had not vested as of December 31, 2019 and (iv) 8,741 LTIP Units issued pursuant
to the time-based vesting portion of the 2018 Long-Term Incentive Plan that had not vested as of December 31, 2019. Pursuant to
the Company’s Annual and Long-Term Incentive Plans, no performance-based LTIP Units are issued upon the date of a Qualified
Termination. Instead, LTIP Units are issued at the end of the performance period and a partial service factor is applied based
on the date of the Qualified Termination. Therefore, we are unable to determine the amount of LTIP Units that would be awarded
based on a Qualified Termination date of December 31, 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of (i) 23,343 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 6,638 LTIPs issued pursuant
to the 2018 Annual Plan that had not vested as of December 31, 2019, (iii) 6,356 LTIP Units issued pursuant to the time-based vesting
portion of the 2019 Long-Term Incentive Plan that had not vested as of December 31, 2019 and (iv) 6,313 LTIP Units issued pursuant
to the time-based vesting portion of the 2018 Long-Term Incentive Plan that had not vested as of December 31, 2019. Pursuant to
the Company’s Annual and Long-Term Incentive Plans, no performance-based LTIP Units are issued upon the date of a Qualified
Termination. Instead, LTIP Units are issued at the end of the performance period and a partial service factor is applied based
on the date of the Qualified Termination. Therefore, we are unable to determine the amount of LTIP Units that would be awarded
based on a Qualified Termination date of December 31, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of (i) 1,563 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 6,383 LTIPs issued pursuant
to the 2018 Annual Plan that had not vested as of December 31, 2019, (iii) 8,342 LTIP Units issued pursuant to the time-based vesting
portion of the 2019 Long-Term Incentive Plan that had not vested as of December 31, 2019 and (iv) 8,093 LTIP Units issued pursuant
to the time-based vesting portion of the 2018 Long-Term Incentive Plan that had not vested as of December 31, 2019. Pursuant to
the Company’s Annual and Long-Term Incentive Plans, no performance-based LTIP Units are issued upon the date of a Qualified
Termination. Instead, LTIP Units are issued at the end of the performance period and a partial service factor is applied based
on the date of the Qualified Termination. Therefore, we are unable to determine the amount of LTIP Units that would be awarded
based on a Qualified Termination date of December 31, 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of (i) 19,810 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 4,438 LTIPs issued pursuant
to the 2018 Annual Plan that had not vested as of December 31, 2019, (iii) 5,561 LTIP Units issued pursuant to the time-based vesting
portion of the 2019 Long-Term Incentive Plan that had not vested as of December 31, 2019 and (iv) 5,341 LTIP Units issued pursuant
to the time-based vesting portion of the 2018 Long-Term Incentive Plan that had not vested as of December 31, 2019. Pursuant to
the Company’s Annual and Long-Term Incentive Plans, no performance-based LTIP Units are issued upon the date of a Qualified
Termination. Instead, LTIP Units are issued at the end of the performance period and a partial service factor is applied based
on the date of the Qualified Termination. Therefore, we are unable to determine the amount of LTIP Units that would be awarded
based on a Qualified Termination date of December 31, 2019.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





30







| | (6) | Consists of (i) 1,235 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 4,516 LTIPs issued pursuant
to the 2018 Annual Plan that had not vested as of December 31, 2019, (iii) 5,164 LTIP Units issued pursuant to the time-based vesting
portion of the 2019 Long-Term Incentive Plan that had not vested as of December 31, 2019 and (iv) 4,797 LTIP Units issued pursuant
to the time-based vesting portion of the 2018 Long-Term Incentive Plan that had not vested as of December 31, 2019. Pursuant to
the Company’s Annual and Long-Term Incentive Plans, no performance-based LTIP Units are issued upon the date of a Qualified
Termination. Instead, LTIP Units are issued at the end of the performance period and a partial service factor is applied based
on the date of the Qualified Termination. Therefore, we are unable to determine the amount of LTIP Units that would be awarded
based on a Qualified Termination date of December 31, 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



​Payments Due Upon a Change of Control.



|Name           |  | Stock
Awards |         |     | Total
(1) |  
|-------------- |  | ------------ | ------- | --- | --------- | -
|Jeffrey Busch  |  |              | 125,383 | (2) |           | $
|Robert Kiernan |  |              | 94,700  | (3) |           | $
|Alfonzo Leon   |  |              | 90,892  | (4) |           | $
|Jamie Barber   |  |              | 77,243  | (5) |           | $
|Allen Webb     |  |              | 62,192  | (6) |           | $



| | (1) | Assumes a change-of-control price of $13.23, which was the closing price of the Company’s common stock on December 31,
2019, which was the last trading day of 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Consists of (i) 2,250 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 49,151 LTIP Units issued
pursuant to the 2017 Long-Term Incentive Plan, (iii) 9,191 LTIP Units issued pursuant to the 2018 Annual Plan, (iv) 8,741 LTIP
Units issued pursuant to the time-based vesting portion of the 2018 Long-Term Incentive Plan, (v) 24,135 LTIP Units issued pursuant
to the performance-based portion of the 2018 Long-Term Incentive Plan, (vi) 15,167 LTIP Units issue pursuant to the 2019 Annual
Plan (assuming target amount earned with respect to the discretionary component of the 2019 Annual Plan), (vii) 9,136 LTIP Units
issued pursuant to the time-based vesting portion of the 2019 Long-Term Incentive Plan and (viii) 7,613 LTIP Units issued pursuant
to the performance-based portion of the 2019 Long-Term Incentive Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of (i) 23,343 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 16,683 LTIP Units issued
pursuant to the 2017 Long-Term Incentive Plan, (iii) 6,638 LTIP Units issued pursuant to the 2018 Annual Plan, (iv) 6,313 LTIP
Units issued pursuant to the time-based vesting portion of the 2018 Long-Term Incentive Plan, (v) 17,432 LTIP Units issued pursuant
to the performance-based portion of the 2018 Long-Term Incentive Plan, (vi) 12,639 LTIP Units issue pursuant to the 2019 Annual
Plan (assuming target amount earned with respect to the discretionary component of the 2019 Annual Plan), (vii) 6,356 LTIP Units
issued pursuant to the time-based vesting portion of the 2019 Long-Term Incentive Plan and (viii) 5,296 LTIP Units issued pursuant
to the performance-based portion of the 2019 Long-Term Incentive Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of (i) 1,563 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 24,574 LTIP Units issued
pursuant to the 2017 Long-Term Incentive Plan, (iii) 6,383 LTIP Units issued pursuant to the 2018 Annual Plan, (iv) 8,093 LTIP
Units issued pursuant to the time-based vesting portion of the 2018 Long-Term Incentive Plan, (v) 22,345 LTIP Units issued pursuant
to the performance-based portion of the 2018 Long-Term Incentive Plan, (vi) 12,639 LTIP Units issue pursuant to the 2019 Annual
Plan (assuming target amount earned with respect to the discretionary component of the 2019 Annual Plan), (vii) 8,342 LTIP Units
issued pursuant to the time-based vesting portion of the 2019 Long-Term Incentive Plan and (viii) 6,952 LTIP Units issued pursuant
to the performance-based portion of the 2019 Long-Term Incentive Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of (i) 19,810 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 12,598 LTIP Units issued
pursuant to the 2017 Long-Term Incentive Plan, (iii) 4,438 LTIP Units issued pursuant to the 2018 Annual Plan, (iv) 5,341 LTIP
Units issued pursuant to the time-based vesting portion of the 2018 Long-Term Incentive Plan, (v) 14,748 LTIP Units issued pursuant
to the performance-based portion of the 2018 Long-Term Incentive Plan, (vi) 10,111 LTIP Units issue pursuant to the 2019 Annual
Plan (assuming target amount earned with respect to the discretionary component of the 2019 Annual Plan), (vii) 5,561 LTIP Units
issued pursuant to the time-based vesting portion of the 2019 Long-Term Incentive Plan and (viii) 4,635 LTIP Units issued pursuant
to the performance-based portion of the 2019 Long-Term Incentive Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





31







| | (6) | Consists of (i) 1,235 LTIP Units issued outside of the Annual and Long-Term Incentive Plans, (ii) 19,660 LTIP Units issued
pursuant to the 2017 Long-Term Incentive Plan, (iii) 4,516 LTIP Units issued pursuant to the 2018 Annual Plan, (iv) 4,797 LTIP
Units issued pursuant to the time-based vesting portion of the 2018 Long-Term Incentive Plan, (v) 13,247 LTIP Units issued pursuant
to the performance-based portion of the 2018 Long-Term Incentive Plan, (vi) 9,269 LTIP Units issue pursuant to the 2019 Annual
Plan (assuming target amount earned with respect to the discretionary component of the 2019 Annual Plan), (vii) 5,164 LTIP Units
issued pursuant to the time-based vesting portion of the 2019 Long-Term Incentive Plan and (viii) 4,304 LTIP Units issued pursuant
to the performance-based portion of the 2019 Long-Term Incentive Plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CEO Pay Ratio Disclosure



The Advisor is responsible for managing the
Company’s affairs pursuant to the Management Agreement and, as of December 31, 2019, directly employed all of the individuals
who provide services to the Company. The Company does not provide any salary or cash bonus compensation to the CEO or any other
individual who provides services to the Company (other than a reimbursement of a portion of Mr. Barber’s salary, which such
reimbursement ended in May 2018). As a result, the CEO to median employee pay ratio required to be disclosed under Item 402(u)
of Regulation S-K is not applicable.



This information is being provided for compliance
purposes. Neither the Compensation Committee nor the Advisor used the pay ratio measure in making any compensation decisions.





32









Compensation
of Directors



The following table summarizes the compensation
we paid to our non-management directors in 2019.



|Name                            |  | Fees Earned or Paid in  Cash(1) |        |  | Stock
Awards(2) |   |        | All
Other Compensation(3) |  |   | Total  | 
|------------------------------- |  | ------------------------------- | ------ |  | --------------- | - | ------ | ------------------------- |  | - | ------ | 
|Henry Cole(4)                   |  | $                               | 65,810 |  |                 | $ | 40,000 |                           |  | $ | 9,022  | 
|Matthew L.
    Cypher, Ph. D(5) |  | $                               | 55,839 |  |                 | $ | 40,000 |                           |  | $ | 9,022  | 
|Ronald Marston(6)               |  | $                               | 56,526 |  |                 | $ | 40,000 |                           |  | $ | 9,022  | 
|Dr. Roscoe Moore(7)             |  | $                               | 46,473 |  |                 | $ | 40,000 |                           |  | $ | 5,455  | 
|Zhang Jingguo                   |  | $                               | —      |  |                 | $ | —      |                           |  | $ | —      | 
|Zhang Huiqi(8)                  |  | $                               | —      |  |                 | $ | —      |                           |  | $ | 24,000 | 
|Lori Wittman(9)                 |  | $                               | 59,664 |  |                 | $ | 40,000 |                           |  | $ | 4,266  | 
|Paula Crowley(10)               |  | $                               | 52,542 |  |                 | $ | 40,000 |                           |  | $ | 4,220  | 



| | (1) | Represents the annual retainer fees.
| | --- | ------------------------------------



| | (2) | The number of LTIP Units comprising each LTIP award was based on a price of $10.80 per unit, which was the 10-day volume weighted
average price of the Company’s common stock as of May 29, 2019, the date of grant. The stock award values disclosed in this
director compensation table are based on market values of the Company’s common stock at the time of grant, which differ from
the values calculated in accordance with GAAP as reported in the Company’s audited historical financial statements included
in the Original Filing. See Note 7 — 2016 Equity Incentive Plan in the Original Filing.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents distributions declared or paid on vested and unvested LTIP Units.
| | --- | ----------------------------------------------------------------------------



| | (4) | As of December 31, 2019, Mr. Cole had 3,705 unvested LTIP Units.
| | --- | ----------------------------------------------------------------



| | (5) | As of December 31, 2019, Mr. Cypher had 3,705 unvested LTIP Units.
| | --- | ------------------------------------------------------------------



| | (6) | As of December 31, 2019, Mr. Marston had 3,705 unvested LTIP Units.
| | --- | -------------------------------------------------------------------



| | (7) | As of December 31, 2019, Dr. Moore had 3,705 unvested LTIP Units.
| | --- | -----------------------------------------------------------------



| | (8) | As of December 31, 2019, Ms. Zhang did not have any unvested LTIP Units.
| | --- | ------------------------------------------------------------------------



| | (9) | As of December 31, 2019, Ms. Wittman had 3,705 unvested LTIP Units.
| | --- | -------------------------------------------------------------------



| | (10) | As of December 31, 2019, Ms. Crowley had 3,821 unvested LTIP Units.
| | ---- | -------------------------------------------------------------------



In March 2020, our Board approved the
following compensation for our independent directors for 2020 that will be effective as of June 24, 2020 (the date of the Annual
Meeting):



| | · | an annual payment of $40,000, payable on the date of the Annual Meeting
in LTIP Units;
| | - | --------------------------------------------------------------------------------------

| | · | an annual cash retainer of $40,000, payable in equal amounts each
quarter;
| | - | --------------------------------------------------------------------------

| | · | an additional annual cash retainer of $15,000, $10,000, $7,000 and
$15,000 for the chairperson of our audit committee, compensation committee, nominating and corporate governance committee and investment
committee, respectively;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | an additional annual cash retainer of $7,500, $5,000, $3,500 and $7,000
for each other member of our audit committee, compensation committee, nominating and corporate governance committee and investment
committee, respectively; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | an additional $15,000 cash retainer to our lead independent director.
| | - | ---------------------------------------------------------------------



Our Board of Directors may revise our directors’
compensation in its discretion.





33







| | Item 12. | security ownership of certain beneficial owners and management and related stockholder
matters
| | -------- | ----------------------------------------------------------------------------------------------



The table below describes the beneficial
ownership of shares of our common stock as of April 20, 2020 for:



| | · | each person or entity known by us to be the beneficial owner of more
than 5% of the outstanding shares of our common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | · | each director and each NEO; and
| | - | -------------------------------



| | · | our directors and NEOs as a group.
| | - | ----------------------------------



Except as noted in the footnotes, each
person named in the following table directly owns our common stock and has sole voting and investment power. Unless otherwise indicated,
the address of each named person is c/o Global Medical REIT Inc., 2 Bethesda Metro Center, Suite 440, Bethesda, Maryland 20814.
No shares beneficially owned by any executive officer, director or director nominee have been pledged as security for a loan.



|Name
of Beneficial Owner                                    |  | Number
of Shares Beneficially Owned(1) |           |      | Percentage of Shares(2) | 
|----------------------------------------------------------- |  | -------------------------------------- | --------- | ---- | ----------------------- | 
|5% Beneficial Owners                                        |  |                                        |           |      |                         | 
|The Vanguard Group                                          |  |                                        | 4,290,304 | (3)  |                         | 
|Zensun Enterprises Ltd.                                     |  |                                        | 3,715,611 | (4)  |                         | 
|BlackRock, Inc.                                             |  |                                        | 2,602,565 | (5)  |                         | 
|                                                            |  |                                        |           |      |                         | 
|Executive Officers and Directors                            |  |                                        |           |      |                         | 
|Jeffrey Busch                                               |  |                                        | 220,687   | (6)  |                         | 
|Robert Kiernan                                              |  |                                        | 49,443    | (7)  |                         | 
|Alfonzo Leon                                                |  |                                        | 86,123    | (8)  |                         | 
|Allen Webb                                                  |  |                                        | 67,262    | (9)  |                         | 
|Jamie Barber                                                |  |                                        | 43,016    | (10) |                         | 
|Zhang Jingguo                                               |  |                                        | 3,715,611 | (11) |                         | 
|Zhang Huiqi                                                 |  |                                        | 3,745,611 | (12) |                         | 
|Henry Cole                                                  |  |                                        | 19,575    | (13) |                         | 
|Ronald Marston                                              |  |                                        | 18,960    | (14) |                         | 
|Matthew L. Cypher, Ph. D                                    |  |                                        | 13,130    | (15) |                         | 
|Dr. Roscoe Moore                                            |  |                                        | 7,185     | (16) |                         | 
|Lori Wittman                                                |  |                                        | 7,185     | (17) |                         | 
|Paula Crowley                                               |  |                                        | 7,185     | (18) |                         | 
|All executive officers and directors as a group (13 people) |  |                                        | 4,346,601 |      |                         | 



| | (1) | Includes the total number of shares of common stock issuable upon redemption of partnership units and LTIP Units in Global
Medical REIT L.P., the Operating Partnership. Subject to certain restrictions, LTIP Units are convertible into an equivalent number
of OP Units. OP Units are redeemable by the holder for cash or, at the Company’s option, an equivalent number of shares of
common stock.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The total number of shares of common stock outstanding used in calculating the percentage ownership of each person assumes
that the LTIP Units held by such person, directly or indirectly, are redeemed for shares of common stock and none of the LTIP Units
held by other persons are redeemed for shares of common stock, notwithstanding that not all of the LTIP Units have vested to date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 28, 2020.
These securities are owned by Vanguard directly or through wholly owned subsidiaries of Vanguard. Vanguard has sole voting power
with respect to 34,230 shares of common stock and sole dispositive power with respect to 4,199,329 shares of
common stock. Vanguard lists its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





34







| | (4) | Huang Yanping, spouse of Zhang Jingguo, is the sole settlor, protector and one of the beneficiaries of the Superior Glory Enterprises
Trust (Zhang Huiqi is the other beneficiary), which, through a number of wholly-owned subsidiaries, is the sole parent of Joy Town,
Inc. Joy Town, Inc. is the controlling stockholder of Zensun Enterprises Ltd. Huang Yanping and Zhang Huiqi have shared voting
and dispositive control over securities held by Zensun Enterprises Ltd. The information reported in the table above is based on
a Schedule 13D filed with the SEC on January 10, 2019 by Huang Yanping. The principal address of Huang Yanping is East No.
38, Floor 3, East Unit 5, Building 2, East Yard No. 9 Jinshui District, Zhengzhou, Henan Province, China. Zensun Enterprises Ltd.
is the 85% owner of the Advisor.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 7, 2020. These
securities are owned by BlackRock directly or through wholly owned subsidiaries of BlackRock. BlackRock has sole voting power with
respect to 2,548,452 shares of common stock and sole dispositive power with respect to 2,602,565 shares of
common stock. BlackRock lists its address as 55 East 52nd Street, New York, New York 10055.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 28,740 shares of common stock and 191,947 vested (and that are due to vest within 60 days from April 20, 2020) LTIP
Units convertible into shares of common stock on a one-for-one basis subject to certain conditions.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes 49,443 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of
common stock on a one-for-one basis subject to certain conditions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 86,123 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of
common stock on a one-for-one basis subject to certain conditions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes 67,262 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of
common stock on a one-for-one basis subject to certain conditions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes 43,016 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of
common stock on a one-for-one basis subject to certain conditions.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | The amount beneficially owned by Mr. Zhang consists of 3,715,611 shares owned by Zensun Enterprises Ltd. as of April 20,
2020. Huang Yanping, spouse of Mr. Zhang, is the sole settlor, protector and one of the beneficiaries of the Superior Glory Enterprises
Trust (Zhang Huiqi is the other beneficiary), which, through a number of wholly-owned subsidiaries, is the sole parent of Joy Town,
Inc. Joy Town, Inc. is the controlling stockholder of Zensun Enterprises Ltd. Huang Yanping has sole voting and dispositive control
over securities held by Zensun Enterprises Ltd. The information reported in the table above is based on a Schedule 13D filed
with the SEC on January 10, 2019 by Huang Yangping. The principal address of Huang Yanping is East No. 38, Floor 3, East Unit 5,
Building 2, East Yard No. 9 Jinshui District, Zhengzhou, Henan Province, China. Zensun Enterprises Ltd. is the 85% owner of the
Advisor.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | The amount beneficially owned by Ms. Zhang consists of 3,715,611 shares owned by ZH USA, LLC as of April 20, 2020. Ms.
Zhang is one of the beneficiaries of the Superior Glory Enterprises Trust, which, through a number of wholly owned subsidiaries,
is the sole parent of Joy Town, Inc. Joy Town, Inc. is the controlling stockholder of Zensun Enterprises Ltd. Huang Yanping
has sole voting and dispositive control over securities held by Zensun Enterprises Ltd. The information reported in the table above
is based on a Schedule 13D filed with the SEC on January 10, 2019 by Huang Yangping. Also includes 30,000 vested (and that
are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of common stock on a one-for-one basis subject
to certain conditions. The principal address of Huang Yanping is East No. 38, Floor 3, East Unit 5, Building 2, East Yard No. 9
Jinshui District, Zhengzhou, Henan Province, China.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes 6,445 shares of common stock and 13,130 vested (and that are due to vest within 60 days from April 20, 2020) LTIP
Units convertible into shares of common stock on a one-for-one basis subject to certain conditions.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | Includes 5,830 shares of common stock and 13,130 vested (and that are due to vest within 60 days from April 20, 2020) LTIP
Units convertible into shares of common stock on a one-for-one basis subject to certain conditions.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





35







| | (15) | Includes 13,130 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of
common stock on a one-for-one basis subject to certain conditions.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (16) | Includes 7,185 vested (and that are due to vest within 60 days from April 20, 2020) LTIP Units convertible into shares of common
stock on a one-for-one basis subject to certain conditions.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (17) | Includes 7,185 LTIP Units that are due to vest within 60 days from April 20, 2020 and are convertible into shares of common
stock on a one-for-one basis subject to certain conditions.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (18) | Includes 7,185 LTIP Units that are due to vest within 60 days from April 20, 2020 and are convertible into shares of common
stock on a one-for-one basis subject to certain conditions.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities
Authorized for Issuance Under Equity Compensation Plans



The following table sets forth information
as of December 31, 2019 with respect to compensation plans under which our equity securities are authorized for issuance.
We have no such plans that were not approved by security holders.



|Plan Category                                          |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |           |        | Weighted-average exercise price of our outstanding options, warrants and rights (b) |  |     | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | 
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- | --------- | ------ | ----------------------------------------------------------------------------------- |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders |  |                                                                                                 | 1,576,530 | (1)(2) |                                                                                     |  | N/A |                                                                                                                                                 | 



| | (1) | Represents outstanding earned and unearned LTIP Units, which are a separate non-voting class of limited partnership interests
structured as profits interests. The LTIP Units, subject to certain forfeiture provisions, may be redeemed into either, at the
election of the Company, (i) shares of our common stock on a one-for-one basis or (ii) cash.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Amounts include performance-based LTIP Units assuming the maximum payout amounts. If all outstanding performance-based LTIP
Units are paid out at target amounts, column (a) in the table above would equal 1,223,160 and column (c) in the table above would
equal 1,009,237. In the event that an award expires, or is forfeited, canceled or otherwise terminates without the issuance of
shares of common stock, such shares subject to such award will again be available for subsequent awards, except as prohibited by
law. In addition, shares of our common stock that we withhold in satisfaction of the holder’s obligation to remit an exercise
price or withholding taxes will be available for future awards.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





36







| | Item 13. | CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, and director independence
| | -------- | -------------------------------------------------------------------------



General



Each of our directors, director nominees
and executive officers is required to complete an annual disclosure questionnaire and report all transactions with us in which
they and their immediate family members had or will have a direct or indirect material interest with respect to us. The Nominating
and Corporate Governance Committee generally reviews any past or proposed transactions between our Company and related persons
(as such term is defined in Item 404 of Regulation S-K). If we believe a transaction is significant to us and raises
particular conflict of interest issues, the Audit Committee will discuss the matter with legal or other appropriate counsel to
evaluate and approve the transaction.



Management Agreement



Zensun Enterprises Ltd. (formerly ZH International
Holdings, Ltd). is the 85% owner of our Advisor. Mr. Zhang is the Chairman, Chief Executive Officer and Executive Director
of Zensun Enterprises Ltd. Our Chief Executive Officer, President and Chairman, Mr. Jeffrey Busch, owns the remaining 15%
of our Advisor. Certain material terms of the Management Agreement are summarized below:



Term and Termination



The term of the Management Agreement will
expire on July 1, 2020 and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the
agreement is not renewed or is terminated in accordance with its terms. If the Company’s Board of Directors decides to terminate
or not renew the Management Agreement, the Company will generally be required to pay the Advisor a termination fee equal to three
times the sum of the average annual base management fee and the average annual incentive fee with respect to the previous eight
fiscal quarters ending on the last day of the fiscal quarter prior to termination. Subsequent to the initial term, the Company
may terminate the Management Agreement only under certain circumstances.



Base Management Fee



The Company pays its Advisor a base management
fee in an amount equal to 1.5% of its stockholders’ equity per annum, calculated quarterly for the most recently completed
fiscal quarter and payable in quarterly installments in arrears.



For purposes of calculating the base management
fee, the Company’s stockholders’ equity means: (a) the sum of  (1) the Company stockholders’
equity as of March 31, 2016, (2) the aggregate amount of the conversion price (including interest) for the conversion
of the Company’s outstanding convertible debentures into common stock and OP units upon completion of the IPO, and (3) the
net proceeds from (or equity value assigned to) all issuances of equity and equity equivalent securities (including common stock,
common stock equivalents, preferred stock, LTIP Units and OP units issued by the Company or the Operating Partnership) in the IPO,
or in any subsequent offering (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such
issuance), less (b) any amount that the Company pays to repurchase shares of its common stock or equity securities of the
operating partnership. Stockholders’ equity also excludes (1) any unrealized gains and losses and other non-cash items
(including depreciation and amortization) that have impacted stockholders’ equity as reported in the Company’s financial
statements prepared in accordance with GAAP, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items
not otherwise described above, in each case after discussions between the Advisor and its independent directors and approval by
a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes
of calculating the base management fee, could be greater or less than the amount of stockholders’ equity shown on its financial
statements.





37







The base management fee of the Advisor shall
be calculated within 30 days after the end of each quarter and such calculation shall be promptly delivered to the Company.
The Company is obligated to pay the quarterly installment of the base management fee calculated for that quarter in cash within
five business days after delivery to the Company of the written statement of the Advisor setting forth the computation of the base
management fee for such quarter.



Incentive Fee



The Company will pay its Advisor an incentive
fee with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears. The incentive
fee will be an amount, not less than zero, equal to the difference between (1) the product of  (x) 20% and (y) the
difference between (i) the Company’s AFFO (as defined below) for the previous 12-month period, and (ii) the product
of (A) the weighted average of the issue price of equity securities issued in the IPO and in future offerings and transactions,
multiplied by the weighted average number of all shares of common stock outstanding on a fully-diluted basis (including any restricted
stock units, any restricted shares of common stock, OP units, LTIP Units, and shares of common stock underlying awards granted
under the 2016 Equity Incentive Plan or any future plan in the previous 12-month period, and (B) 8%, and (2) the sum of any
incentive fee paid to the Advisor with respect to the first three calendar quarters of such previous 12-month period; provided, however,
that no incentive fee is payable with respect to any calendar quarter unless AFFO is greater than zero for the four most recently
completed calendar quarters.



AFFO is calculated by adjusting the Company’s
funds from operations, or FFO, by adding back acquisition and disposition costs, stock-based compensation expenses, amortization
of deferred financing costs and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating
performance of the Company’s properties, and subtracting loss on extinguishment of debt, straight-line rent adjustment, recurring
tenant improvements, recurring leasing commissions and recurring capital expenditures.



Rights to Designate Board Nominees



During the term of the Management Agreement,
our Advisor will have the right to nominate three members on our Board to be duly elected by our stockholders at each annual meeting
of stockholders. If at any time ZH International and its affiliates own less than 10% of our outstanding common stock, on a fully
diluted basis, our Advisor will have the right to nominate two members on our Board to be duly elected by our stockholders at each
subsequent annual meeting of our stockholders during the term of the Management Agreement.



Management Fee Expense Incurred and Accrued Management
Fees



For years ended December 31, 2019
and 2018, management fees of approximately $6,266,000 and $4,422,000, respectively were incurred and expensed by the Company and
during those years the Company paid management fees to the Advisor in the amount of approximately $5,682,000 and $4,343,000,
respectively. As of December 31, 2019 and 2018, accrued management fees of approximately $1,727,000 and $1,143,000, respectively,
were due to the Advisor.



Zensun Enterprises Ltd.’s interest
in our management fees incurred during 2019 and 2018 equaled $5,326,100 and $3,758,700, respectively. Mr. Busch’s interest
in our management fees incurred during 2019 and 2018 equaled $939,900 and $663,300, respectively.



Allocated General and Administrative Expenses



In the future, the Company may receive an
allocation of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated
to the operations of the properties. For the years-ended December 31, 2018 and December 31, 2017, the Company reimbursed the
Advisor $44,355 and $80,645, respectively, for a portion of our General Counsel and Secretary’s salary for 2018 and 2017,
as discussed below. The Company did not reimburse the Advisor for any of our General Counsel and Secretary’s salary in 2019.





38







Agreement Regarding Reimbursement of Certain Expenses



On May 8, 2017, the Company and its
Advisor entered into an agreement pursuant to which the Company agreed, for a period of one year, to reimburse the Advisor for
$125,000 of the annual salary of the Company’s General Counsel and Secretary. The term of the agreement expired on May 8,
2018 and the agreement was not renewed.



Approval of Transactions with Related Persons



The Board of Directors has adopted a related
persons transactions policy, to be followed in connection with all related person transactions involving the Company. Prior to
entering into a related party transaction, the Audit Committee reviews the material facts of the transaction and either approves
or disapproves of the entry into the transaction, subject to certain exceptions described in the policy. If advance Audit Committee
approval is not feasible, then the transaction is considered and ratified (if the Audit Committee determines it to be appropriate)
at the Audit Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a transaction, the
Audit Committee will take into account, among other factors it deems appropriate, (1) whether the transaction is on terms
no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (2) the
extent of the related person’s interest in the transaction and (3) whether the transaction is material to the Company.



Additionally, under our Code of Business
Conduct and Ethics, related party transactions are subject to appropriate review and oversight by the Board’s Audit Committee.



Under our Nominating and Corporate Governance
Committee charter, the Nominating and Corporate Governance Committee is responsible for reviewing and approving in advance any
related party transactions, other than related party transactions which have been preapproved pursuant to preapproval guidelines
or rules established by the Nominating and Corporate Governance Committee or the Board.



Director
Independence and CORPORATE GOVERNANCE



|Name                      | ​ | ​ | Age | ​ | ​ | Position                                                    
|------------------------- | - | - | --- | - | - | ------------------------------------------------------------
|                          |   |   |     |   |   |                                                             
|Jeffrey Busch             | ​ | ​ | 60  | ​ | ​ | Chairman of the Board, Chief Executive Officer and President
|                          |   |   |     |   |   |                                                             
|Henry Cole†               | ​ | ​ | 75  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Matthew L. Cypher, Ph.D.† | ​ | ​ | 43  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Zhang Jingguo             | ​ | ​ | 56  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Ronald Marston†           | ​ | ​ | 77  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Dr. Roscoe Moore†         | ​ | ​ | 75  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Zhang Huiqi               | ​ | ​ | 30  | ​ | ​ | Director                                                    
|                          |   |   |     |   |   |                                                             
|Lori Wittman†             |   |   | 61  |   |   | Director                                                    
|                          |   |   |     |   |   |                                                             
|Paula Crowley†            | ​ | ​ | 65  | ​ | ​ | Director                                                    



† This individual is independent in accordance with the
listing standards of the New York Stock Exchange (“NYSE”).





39









Committees of the Board of Directors



The Board of Directors has established an
Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. A current copy of each committee’s
charter is available on our website at www.globalmedicalreit.com.



Audit Committee.   Our
Audit Committee currently consists of four of our independent directors, Ms. Wittman, Ms. Crowley and Messrs. Marston and Cole.
Ms. Wittman has been appointed to serve as the chair of the Audit Committee. Each of these members has been determined to be “independent”
within the meaning of the applicable standards of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
In addition, each of these members meets the financial literacy requirements for audit committee membership under applicable standards
of the NYSE and the rules and regulations of the SEC. Our Board has determined that Ms. Wittman is an “audit committee financial
expert” as such term is defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K. No member of the Audit Committee
serves on the audit committee of more than three public companies.



Nominating and Corporate Governance Committee.   Our
Nominating and Corporate Governance Committee currently consists of three of our independent directors, Messrs. Marston, Moore
and Cypher. Mr. Marston has been appointed to serve as the chair of the Nominating and Corporate Governance Committee. Our
Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” within
the meaning of the applicable standards of the NYSE.



Compensation Committee.   Our
Compensation Committee currently consists of three of our independent directors, Mr. Cole, Ms. Wittman and Dr. Moore. Mr. Cole
has been appointed to serve as the chair of the Compensation Committee. Our Board has determined that each member of the Compensation
Committee is “independent” within the meaning of the applicable standards of the NYSE. Each member of the Compensation
Committee qualifies as an “outside director” as such term is defined under Section 162(m) of the Internal Revenue
Code and as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.





40







| | Item 14. | principal
accountING fees and services
| | -------- | --------------------------------------



Fees Paid to Our Independent Registered Public Accounting
Firm



Our independent registered public accounting
firm from the beginning of fiscal year 2017 through the date of filing of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2019 was MaloneBailey, LLP (“MaloneBailey”). The following is a summary of the fees incurred by the
Company with MaloneBailey for professional services rendered for the years ended December 31, 2019 and 2018.



|                   |  | Year Ended   December 31, 2019 |        |  | Year Ended December 31, 2018 |  
|------------------ |  | ------------------------------ | ------ |  | ---------------------------- | -
|MaloneBailey:      |  |                                |        |  |                              |  
|Audit Fees         |  | $                              | 86,378 |  |                              | $
|Audit-Related Fees |  |                                | —      |  |                              |  
|Tax Fees           |  |                                | —      |  |                              |  
|All Other Fees     |  |                                | —      |  |                              |  
|Total              |  | $                              | 86,378 |  |                              | $



Our independent registered public accounting
firm beginning with our second fiscal quarter ended June 30, 2019 was Deloitte. We incurred no fees for professional services rendered
to us by Deloitte for the year ended December 31, 2018. The following is a summary of the fees incurred by the Company with Deloitte
for professional services rendered for the year ended December 31, 2019.



|                   |  | Year Ended   December 31, 2019 |        
|------------------ |  | ------------------------------ | -------
|Deloitte:          |  |                                |        
|Audit Fees         |  | $                              | 483,341
|Audit-Related Fees |  |                                | 50,000 
|Tax Fees           |  |                                | —      
|All Other Fees     |  |                                | —      
|Total              |  | $                              | 533,341



Audit Fees



“Audit Fees” consist of fees
and expenses billed for professional services rendered for the audit of the consolidated financial statements, review of the interim
consolidated financial statements, review of registration statements and the preparation of comfort letters and services that are
normally provided by accountants in connection with statutory and regulatory filings or engagements. For the year ended December 31,
2019, these fees also include an audit of management’s assessment of internal controls.



Audit-Related Fees



“Audit-Related Fees” consist
of fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of
our financial statements that are not “Audit Fees.”



Tax Fees



“Tax Fees” consist of fees and
related expenses billed for professional services for tax compliance, tax advice and tax planning. These services include assistance
regarding federal and state tax compliance, tax planning and structuring and research and assistance.



All Other Fees



“All Other Fees” consist of fees
and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”





41







Pre-Approval Policy



All audit, tax and other services provided
to us are reviewed and pre-approved by the Audit Committee. All fees paid to Deloitte in 2019 and MaloneBailey in 2019 and 2018
described above were approved by the Audit Committee.







42







PART IV



| | Item 15. | exhibits,
financial statement schedules
| | -------- | ---------------------------------------



| | (a) | The
following documents are filed as part of this report.
| | --- | ---------------------------------------------------------



Exhibits:



Exhibits
are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601
of Regulation S-K):



|Exhibit
        Number |  | Description                                                                                                                                              | 
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                       | 
|31.1*                  |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                       | 
|31.2*                  |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.






|* | Filed herewith.
|- | ---------------





43







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                     | GLOBAL MEDICAL REIT INC.
|-------------------- | ------------------------
|                     |                         
|Date: April 27, 2020 | By:                     
|                     |                         
|                     |                         





44