Exhibit 10.1


 


CONTRIBUTION AND SALE AGREEMENT


 


Between


 


Minnite Family, LLC, a West Virginia limited
liability company;


 


Belpre I, LLC, a West Virginia limited
liability company;


 


Belpre II, LLC, a West Virginia limited
liability company;


 


Belpre III, LLC, a West Virginia limited
liability company; and


 


Belpre IV, LLC, a West Virginia limited
liability company


 


(collectively,
“Seller”)


 


and


 


GMR Belpre, LLC, a Delaware limited liability
company


 


(“Buyer”)


 


Property:


 


807 Farson St., Belpre, Ohio 45714 (Belpre
I)


 


805 Farson St., Belpre, Ohio 45714 (Belpre
II)


 


803 Farson St., Belpre, Ohio 45714 (Belpre
III)


 


799 Farson St., Belpre, Ohio 45714 (Belpre
IV)


 


March 6, 2018


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	Sale and Purchase	2
	 	 	 	 
	2.	Purchase Price	2
	 	2.1	Deposit	3
	 	2.2	Payment at Closing	3
	 	2.3	Independent Consideration	4
	 	2.4	Allocation	4
	 	2.5	Tax Consequences to Seller	4
	 	 	 	 
	3.	Property Information; Confidentiality	4
	 	3.1	Entry	5
	 	3.2	Inspection Period	6
	 	3.3	Title and Survey Matters	6
	 	3.4	Memoranda of Leases	7
	 	 	 	 
	4.	Representations and Warranties of Seller	7
	 	4.1	Authority	7
	 	4.2	No Conflict	8
	 	4.3	OFAC Compliance	8
	 	4.4	No Governmental Authority Required	8
	 	4.5	Credit of the Property	9
	 	4.6	Governmental Commitments	9
	 	4.7	Leases	9
	 	4.8	No Condemnation	9
	 	4.9	Contracts	9
	 	4.10	Tenant Improvement Allowances	10
	 	4.11	Correction of Conditions	10
	 	4.12	Compliance	10
	 	4.13	Zoning	10
	 	4.14	Property Permits	10
	 	4.15	Structural Defects	10
	 	4.16	Utilities	10
	 	4.17	Hazardous Materials	11
	 	4.18	Litigation	11
	 	4.19	FIRPTA	11
	 	4.20	Liens	11
	 	4.21	Insurance	12
	 	4.22	Operation	12
	 	4.23	Change of Facts	12
	 	4.24	On-Site Employees	12
	 	4.25	Information	12
	 	4.26	Seller’s Knowledge	12


 




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	 	4.27	No Other Options	12
	 	4.28	Survivability of Representations and Warranties	13
	 	4.29	Limitations Regarding Representations and Warranties	13
	 	4.30	Additional Representations and Warranties by OP Unit Holder	13
	 	 	 	 
	5.	Representations of Buyer	16
	 	5.1	Authority	16
	 	5.2	No Conflict	16
	 	5.3	OFAC Compliance	16
	 	 	 	 
	6.	Conditions Precedent	16
	 	6.1	Conditions Precedent to Buyer’s Obligations	16
	 	6.2	Conditions Precedent to Seller’s Obligations	17
	 	6.3	Termination of Agreement with Respect to a Removed Parcel; Election and Termination Options	18
	 	 	 	 
	7.	Failure of Conditions	19
	 	7.1	Failure of a Buyer Closing Condition	19
	 	7.2	Failure of a Seller Closing Condition	19
	 	 	 	 
	8.	Pre-Closing Matters	19
	 	8.1	Termination for Default	19
	 	8.2	Leasing Matters	19
	 	8.3	Adjustments of Leasing Expenses	20
	 	8.4	Operation of Property	20
	 	8.5	Contracts	20
	 	8.6	No Contracting for Sale of Property	20
	 	8.7	No Liens on Property	20
	 	8.8	Survival	20
	 	 	 	 
	9.	Closing; Deliveries	20
	 	9.1	Time of Closing	20
	 	9.2	Seller Deliveries	21
	 	9.3	Buyer Deliveries	23
	 	 	 	 
	10.	Apportionments; Taxes; Expenses	23
	 	10.1	Apportionments	23
	 	10.2	Closing Costs	25
	 	 	 	 
	11.	Damage or Destruction; Condemnation; Insurance	26
	 	 	 	 
	12.	Remedies	26
	 	12.1	Buyer Default	26
	 	12.2	Seller Default	26
	 	 	 	 
	13.	Possession	27
	 	 	 	 
	14.	Notices	27


 




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	15.	Brokers	28
	 	 	 	 
	16.	Escrow Agent	28
	 	16.1	Obligations	28
	 	16.2	Reliance	28
	 	16.3	Indemnification	28
	 	16.4	Disputes	29
	 	16.5	Counsel	29
	 	16.6	Interest	29
	 	 	 	 
	17.	Indemnification	29
	 	17.1	Seller’s Indemnification	29
	 	17.2	Buyer’s Indemnification	29
	 	17.3	Definition of Exist	30
	 	 	 	 
	18.	Miscellaneous	30
	 	18.1	Assignability	30
	 	18.2	Governing Law; Bind and Inure	30
	 	18.3	Recording	30
	 	18.4	Time of the Essence	30
	 	18.5	Further Assurances	30
	 	18.6	Exclusivity	30
	 	18.7	Non-Solicitation	31
	 	18.8	Headings	31
	 	18.9	Counterparts	31
	 	18.10	Exhibits	31
	 	18.11	Use of Proceeds to Clear Title	31
	 	18.12	Submission not an Offer or Option	31
	 	18.13	Entire Agreement; Amendments	32
	 	18.14	Attorneys’ Fees	32
	 	18.15	Waiver of Jury Trial	32
	 	18.16	No Waiver	32
	 	18.17	Rules of Construction	32
	 	18.18	Confidentiality	32
	 	18.19	Section 1031 Exchange	33
	 	 	 	 
	19.	Additional Provisions Concerning the OP Units	33
	 	19.1	Redemption of OP Units	33
	 	19.2	Affirmative Covenants of OP Unit Holder	33
	 	19.3	Equitable Remedies	34
	 	19.4	Indemnification	34
	 	19.5	Evidence and Issuance of OP Units	34
	 	19.6	Compliance with Anti-Money Laundering Regulations, etc	34
	 	19.7	Transfers - Unacceptable Investors	36
	 	19.8	FATCA and Other Tax Provisions	37
	 	19.9	Survival	39


 




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CONTRIBUTION AND SALE AGREEMENT


 


This CONTRIBUTION AND SALE
AGREEMENT (this “Agreement”) is entered into effective as of the 6th day of March, 2018 (the “Effective
Date”), by and between Minnite Family, LLC, a West Virginia limited liability company, Belpre I, LLC, a West Virginia
limited liability company, Belpre II, LLC, a West Virginia limited liability company, Belpre III, LLC, a West Virginia limited
liability company, and Belpre IV, LLC, a West Virginia limited liability company, (hereinafter collectively “Seller”),
GMR Belpre, LLC, a Delaware limited liability company (“Buyer”) and Minnite Family, LLC, a West Virginia limited
liability company, as OP Unit Holder (as defined below). First American Title Insurance Company (“Escrow Agent”)
joins in this Agreement for the limited purposes set forth herein.


 


BACKGROUND


 


A.           This
Agreement is made with reference to the following property (collectively, the “Property”):


 


(1)          Seller’s
fee interest in that certain real property located at:


 


		•	807 Farson St., Belpre, Ohio 45714 (“Belpre I”);



 


		•	805 Farson St., Belpre, Ohio 45714 (“Belpre II”);



 


		•	803 Farson St., Belpre, Ohio 45714 (“Belpre III”);



 


		•	799 Farson St., Belpre, Ohio 45714 (“Belpre IV”);
and



 


•             certain areas adjacent to Belpre I, Belpre II, Belpre III and Belpre IV (“Minnite Family Property”),


 


which land is more particularly
described on Exhibit “A” attached hereto and incorporated herein by this reference, together with all
easements, rights and privileges appurtenant thereto, if any (each of Belpre I, Belpre II, Belpre III, Belpre IV and Minnite Family
Property is a “Parcel” and all of the Parcels are collectively, the “Land”);


 


(2)          All
of Seller’s right, title and interest in and to the four (4) medical office buildings located upon the Land (the “Buildings”),
together with all improvements, structures, fixtures and parking areas located on the Land, if any, and appurtenant thereto (the
Buildings and such improvements, structures, fixtures and parking areas being hereinafter collectively referred to as the “Improvements,”
and the Land and the Improvements being hereinafter collectively referred to as the “Real Property”);


 


(3)          All
of Seller’s right, title and interest in and to the tenant leases and subleases relating to the Improvements and other occupancy
agreements with tenants and subtenants occupying or using all or any portion of the Real Property (collectively with all amendments
thereto, the “Leases”), any and all security deposits, letters of credit, advance rental, letters of credit
or like payments, if any, held by Seller (collectively, the “Security Deposits”), and all guaranties of the
Leases, if any, held by Seller;


 




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(4)          All
of Seller’s right, title and interest in and to all fixtures, equipment, appliances, and other personal property of every
nature and description attached or pertaining to, or otherwise used in connection with, the Real Property, owned by Seller and
located within the Real Property but expressly excluding any of the foregoing owned or leased by any tenant and any personal property
owned or leased by a third party (the “Personal Property”); and


 


(5)          All
of Seller’s right, title and interest in and to all intangible rights and property used or useful in connection with the
foregoing, if any, including, without limitation, all development rights, contract rights, guaranties, licenses, plans, drawings,
permits and warranties and all of Seller’s rights, title and interest, if any, in and to any service marks, logos or any
trade names as well as all of Seller’s rights and remedies under all construction, design and related agreements relating
to the Buildings (collectively, the “Intangible Property”); provided, however, that this provision does not
include and shall not restrict in any manner Seller’s right, title and interest in and to any intangible rights and property
similar in nature to the Intangible Property, but which is not related to the Real Property, Buildings, Land, or Improvements other
than those which become a Removed Parcel or Removed Parcels hereunder, including, but not limited to, the use of Seller entity
names, the development of real estate other than the Real Property, Buildings, Land, or Improvements owned or hereafter owned by
Seller or any of Seller entities, regardless of location, and the ownership, operation, development, leasing or sale or conveyance
of any Removed Parcel or Removed Parcels.


 


The terms “Real Property”
and “Property” shall be amended to reflect the exclusion of a “Removed Parcel” (as defined in Section 6.3.1
below) from the transactions contemplated by this Agreement.


 


B.           Seller
is prepared to sell, transfer and convey the Property to Buyer, and Buyer is prepared to purchase and accept the same from Seller,
all for the Purchase Price and on the other terms and conditions hereinafter set forth.


 


TERMS AND CONDITIONS


 


In consideration of the
mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree:


 


1.           Sale
and Purchase. Seller hereby agrees to sell, transfer and convey the Property to Buyer, and Buyer hereby agrees to purchase
and accept the Property from Seller, in each case for the Purchase Price and subject to the other terms and conditions set forth
in this Agreement.


 


2.           Purchase
Price. The purchase price for the Property (the “Purchase Price”) shall be Sixty-Four Million Two Hundred
Thousand and 00/100 Dollars ($64,200,000). Seller and Buyer hereby acknowledge and agree that the Purchase Price shall be allocated
among the Parcels in the manner set forth on the attached Schedule 1 (the “Allocated Purchase Price”).
Seller and Buyer agree that the Allocated Purchase Price has been arrived at by a process of arm’s length negotiations, including,
without limitation, the parties’ best judgment as to the fair market value of each respective asset, and Seller and Buyer
will consistently reflect those allocations on their respective federal, state and local tax returns, including any state, county
and other local transfer or sales tax declarations or forms to be filed in connection with this transaction, which obligations
shall survive the Closing. In the event either Seller or Buyer desires to adjust the Allocated Purchase Price between the Effective
Date and the Closing, Seller and Buyer shall reasonably cooperate to effect such adjustment and Schedule 1 shall be amended
to reflect such adjustment.


 




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The Purchase Price, subject
to the terms and conditions hereinafter set forth, shall be paid to Seller by Buyer as follows:


 


2.1         Deposit.
Within three (3) Business Days (as defined below) following the mutual execution and delivery of this Agreement by Buyer and Seller,
Buyer shall deliver to Escrow Agent a deposit in the amount of One Million and 00/100 Dollars ($1,000,000) (together with any interest
thereon, the “Initial Deposit”). If Buyer approves all matters pursuant to Section 3.2 hereof on
or before the expiration of the Inspection Period and if the Closing has not already occurred, Buyer shall deliver to Escrow Agent
an additional deposit in the amount of One Million and 00/100 Dollars ($1,000,000) (together with any interest thereon, the “Additional
Deposit”) within three (3) Business Days following the expiration of the Inspection Period. The Initial Deposit and the
Additional Deposit shall be referred to herein collectively as the “Deposit.” The Deposit shall be delivered
to Escrow Agent in immediately available funds, to be held in escrow and delivered in accordance with this Agreement at the following
address: First American Title Insurance Company, 777 S. Figueroa St., 4th Floor, Los Angeles, CA 90017, attention: Brian Serikaku,
Senior Escrow Officer, telephone: (213) 271-1774, facsimile: (877) 398-1603, e-mail: bmserikaku@firstam.com. Each Seller
and Buyer hereby acknowledge and agree that the Deposit shall be allocated among each Parcel in the same percentage allocation
as the Purchase Price is allocated to each Building on the Property (with respect to each Property, the “Allocated Deposit”).


 


2.2         Payment
at Closing.


 


(a)          OP
Units. The parties acknowledge and agree that all or a portion of the Purchase Price may be payable to Minnite Family, LLC,
a West Virginia limited liability company (the “OP Unit Holder”) in partnership units (the “OP Units”)
in Global Medical REIT, L.P., a Delaware limited partnership (the “Operating Partnership”), Buyer’s sole
member. The amount of the Purchase Price to be paid through the issuance of OP Units (the “OP Unit Issuance Amount”)
and the Parcel(s) or portions thereof to be contributed in exchange for OP Units shall be determined by Seller, at its sole discretion,
upon the delivery of written notice to Buyer and to Escrow Agent no later than 5:00 pm (Eastern Time) on the date that is two (2)
Business Days after Buyer has delivered to Seller a copy of GMR REIT’s Annual Report on Form 10-K for the year ended December
31, 2017; provided, however that the OP Unit Issuance Amount shall not exceed Five Million Five Hundred Thousand and 00/100
Dollars ($5,500,000.00). The number of OP Units to be received by OP Unit Holder will be equal to the quotient of the portion of
the Purchase Price to be received by such individual or entity divided by the greater of either (i) the Market Value
(as defined below) or (ii) Nine and 00/100 Dollars ($9.00). The transfer of the OP Units to each such individual or entity
shall be evidenced by an amendment (the “Operating Partnership Amendment”) to the OP Partnership Agreement (as
defined in Section 4.30(d)). As used herein, the term “Market Value” shall be equal to the Volume Weighted
Average Price of the common stock of Global Medical REIT Inc. as reported on the New York Stock Exchange during the twenty (20)
trading days ending on the trading day immediately preceding the Closing Date. No fractional OP Units will be issued and all fractional
interests, if any, shall be rounded to the nearest whole number.


 




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(b)          At
the consummation of the transaction contemplated hereby (the “Closing”), Buyer shall deliver to Escrow Agent
cash or immediately available funds in an amount equal to the Purchase Price, less the Deposit and less the OP Unit
Issuance Amount. To the extent paid in cash or immediately available funds, the Purchase Price, subject to adjustments and apportionments
as set forth herein, shall be paid at Closing by wire transfer of immediately available federal funds, transferred to the order
or account of Seller or such other person as Seller may designate in writing.


 


(c)          The
delivery and recording of documents and the disbursement of funds shall be effectuated through the Escrow Agent at the Closing
and pursuant to the closing instructions from the parties hereto, which closing instructions shall not modify or diminish the parties’
respective obligations hereunder.


 


2.3         Independent
Consideration. Seller and Buyer acknowledge and agree that One Hundred Dollars ($100.00) of the Deposit shall be paid to Seller
if this Agreement is terminated for any reason (the “Independent Contract Consideration”), in addition to any
other rights Seller may have hereunder. Moreover, Seller and Buyer acknowledge and agree that the Independent Contract Consideration
has been bargained for and agreed to as additional consideration for Seller’s execution and delivery of this Agreement and
is non-refundable to Buyer.


 


2.4         Allocation.
Seller and Buyer acknowledge that no portion of the Purchase Price is allocated to the Personal Property, if any, transferred pursuant
to this Agreement.


 


2.5         Tax
Consequences to Seller. Notwithstanding anything to the contrary contained in this Agreement, including without limitation
the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the
parties hereto acknowledge, agree and consent that it is their intention that the transactions contemplated hereby be treated for
federal income tax purposes (i) in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”)
with respect to any portion of the Purchase Price that is payable in OP Units; and (ii) as a sale of the Property to the Operating
Partnership to the extent of the Seller’s receipt of cash consideration pursuant to Section 2 of this Agreement.


 


3.           Property
Information; Confidentiality. No later than three (3) Business Days after the Effective Date, Seller shall, to the extent the
items are in Seller’s possession or are readily available to Seller, deliver to Buyer accurate and complete copies of all
of the information set forth on Exhibit “K” (collectively, the “Property Information”).
All Property Information shall be delivered to Attention: Alfonzo Leon, Chief Investment Officer, Global Medical REIT, address:
2 Bethesda Metro Center, Suite 440, Bethesda, Maryland 20814, telephone: (202) 524-6853, facsimile: (202) 380-0891, e-mail: AlfonzoL@globalmedicalreit.com.


 




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The Property Information,
or much of the Property Information, is proprietary and confidential in nature, and the disclosure or use thereof in violation
of these provisions will result in serious damage to Seller. Accordingly, unless otherwise required by law, including without limitation,
court order, legal process or securities laws, Buyer will hold all Property Information in strict confidence, will not use or disclose
to any third party or permit the use or disclosure to any third party of any Property Information except to such directors, officers,
managers, members, partners, employees, agents, or representatives who need such Property Information for the proper performance
of their assigned duties relating to the evaluation of the transaction contemplated hereby, and shall take appropriate action to
cause their directors, officers, managers, members, partners, employees, agents, or representatives to be bound by the provisions
hereof, and shall remain liable for any disclosure or misuse of such information by any such director, officer, manager, member,
partner, employee, agent or representative. Buyer may disclose such Property Information to third party professional advisors for
evaluation, provided that such advisors agree not to use any such Property Information except as provided in this Agreement, and
provided further that Buyer shall remain liable under this Agreement for any disclosure or misuse of such Property Information
by any such advisor.


 


In the event that either
party terminates this Agreement, Buyer shall, upon request of Seller, immediately deliver or cause to be delivered to Seller, without
retaining any copies thereof, or destroy, at the option of Seller, any and all documents, statements or other information obtained
from the Seller containing Property Information as well as any summary, record or notation thereof, except to the extent any such
summary, record or notation is subject to any attorney-client, work-product, confidentiality, or other privilege and/or except
to the extent Buyer is required to retain such documents, statements, other information, summary, record or notation by law or
by Buyer’s internal document retention policies.


 


Buyer agrees that breach
of these provisions will cause Seller irreparable injury for which an adequate remedy does not exist at law alone, and that Seller
may, in addition to seeking damages at law as hereinafter provided, obtain an injunction to stop any breach. Northing contained
in this paragraph, however, shall limit the resort by Seller to any right or remedy available at law, including, but not limited
to, available remedies pursuant to state of federal statutes protecting trade secrets or other statutory protections or remedies,
or at common law, for damages or otherwise.


 


Notwithstanding the foregoing,
these provisions shall not apply to any Property Information which (i) is or becomes generally available to the public other than
as a result of improper disclosure hereunder; or (ii) was available or becomes available to Buyer on a non-confidential basis.


 


3.1         Entry.
During the Inspection Period (as defined below), Buyer and its agents and representatives shall be entitled to enter upon the Real
Property from time to time (as coordinated through Seller’s property manager), including all leased areas, upon reasonable
prior notice to Seller, to perform inspections and tests of the Property, including surveys, environmental studies, examinations
and tests of all structural and mechanical systems within the Improvements, to interview Seller’s key personnel and to examine
the books and records of Seller and Seller’s property manager relating to the Property.


 




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Notwithstanding the foregoing,
Buyer shall not be permitted to interfere unreasonably with Seller’s operations at the Property or disturb or interfere with
any tenant’s rights, occupancy and operations at the Property, and the scheduling of any inspections shall take into account
the timing and availability of access to tenants’ premises and tenant’s aforesaid rights, occupancy and operation.
If Buyer wishes to engage in any testing which is invasive, which will disturb any portion of the Property, which will involve
sampling, or which will involve testing of subsurface soils, surface water, or groundwater, Buyer shall obtain Seller’s prior
written consent thereto which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that
no such inspections, testing or sampling shall disturb or damage any improvements on or to the Property. Buyer shall indemnify
and hold harmless Seller from any claims, damages, liabilities, or losses arising from any damage to persons or property directly
caused by Buyer’s investigations conducted pursuant to this Section; provided, however, that Buyer shall have no obligation
to indemnify, defend and hold Seller harmless from and against any such claims, damages, liabilities, or losses to the extent resulting
from Seller’s acts or omissions or Buyer’s mere discovery of adverse physical conditions affecting the Property, including,
without limitation, any Hazardous Materials (as defined below).


 


3.2         Inspection
Period. The term “Inspection Period,” as used herein, shall mean the period commencing on the Effective
Date and ending at 5:00 p.m. Pacific time on the date which is thirty (30) days following the Effective Date, provided,
that if such date is not a Business Day (as defined below), then the Inspection Period shall continue through 5:00 p.m. Pacific
time on the next Business Day following such date. Buyer may terminate this Agreement in its entirety, and only in its entirety,
in its sole discretion for any reason or no reason by giving written notice of such election to Seller at any time prior to the
expiration of the Inspection Period, in which event the Deposit shall automatically be refunded and returned forthwith to Buyer
and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.
In the absence of such written notice of termination, the contingency provided for in this Section 3.2 no longer shall be
applicable, and this Agreement shall continue in full force and effect.


 


3.3         Title
and Survey Matters. Title to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary
title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company
(the “Title Company”)), (the “Title Report”), or any survey obtained by Buyer at its cost,
discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”),
Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or survey. If Buyer
timely notifies Seller in writing of the Title Objections, Seller shall have five (5) Business Days after receipt of such notice
(the “Title Cure Period) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected,
shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company
with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however,
Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a
“Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s
decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy
the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after
the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections
will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically
be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability
or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration
of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall
be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends
or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated
amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately.
Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so
that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening
lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”).
If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed
to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the
Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may
within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall
automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any
further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected
to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied
Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary
Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed
waived.


 




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Buyer shall have the right,
but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.


 


3.4         Memoranda
of Leases. No later than three (3) Business Days prior to the end of the Inspection Period, Seller shall cause to be recorded
a memorandum of lease with respect to each Lease. Such memorandum shall be in a form acceptable to Buyer in its sole discretion.
In the event Seller is unable to cause to be recorded a memorandum of lease with respect to a Lease despite using commercially
reasonable efforts to do so, such failure shall not constitute a default by Seller under this Agreement.


 


4.           Representations
and Warranties of Seller. Seller represents and warrants to Buyer as follows:


 


4.1         Authority.
Seller has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The execution,
delivery and performance of this Agreement and all documents contemplated hereby by Seller has been duly and validly authorized
by all necessary action on the part of Seller, and all required consents and approvals have been duly obtained and will not result
in a breach of any of the terms or provisions of, or constitute a default under any indenture, agreement or instrument to which
any Seller is a party, other than those related to Monetary Liens to be resolved, paid and/or satisfied prior to or at Closing.
This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject
to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the
rights of creditors generally.


 




    	 	7	 



     


    

  


4.2         No
Conflict. Neither the execution, delivery or performance of this Agreement nor compliance herewith (i) conflicts or will conflict
with or results or will result in a breach of or constitutes or will constitute a default under (a) any agreement or instrument
to which Seller is a party or by which all or any part of the Property is bound other than those related to Monetary Liens to be
resolved, paid and/or satisfied prior to or at Closing or (b) any law or any order, writ, injunction or decree of any court or
governmental authority, (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant
to any such agreement or instrument, or (iii) violates any restriction, requirement, covenant or condition to which all or any
part of the Property is bound.


 


4.3         OFAC
Compliance. To the best of Seller’s knowledge, Seller is in compliance with the requirements of Executive Order No. 13224,
66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and
regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling
legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation
or executive orders are collectively referred to herein as the “Orders”). To the best of Seller’s knowledge,
neither Seller nor any beneficial owner of Seller:


 


4.3.1       is
listed on the Specifically Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders or on any other
list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any
other applicable Orders (collectively, the “Lists”);


 


4.3.2       is
a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;


 


4.3.3       is
owned or controlled by, or acts for or on behalf of, any person or entity listed on the Lists or any other person or entity who
has been determined by competent authority to be subject to the prohibitions contained in the Orders; or


 


4.3.4       shall
transfer or permit the transfer of any interest in Seller or any beneficial owner in Seller to any person or entity who is, or
any of whose beneficial owners are, listed on the Lists.


 


4.4         No
Governmental Authority Required. To the best of Seller’s knowledge, no authorization, consent or approval of any governmental
authority (including, without limitation, courts) is required for the execution and delivery by Seller of this Agreement or the
performance of its obligations hereunder.


 




    	 	8	 



     


    

  


4.5         Credit
of the Property. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition
in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, (iii) suffered the appointment of
a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial
seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts as they
come due or (vi) made an offer of settlement, extension or composition to its creditors generally.


 


4.6         Governmental
Commitments. Seller has not entered into any material commitments or agreements with any governmental authorities or agencies
affecting the Property, except as set forth on Exhibit “C”.


 


4.7         Leases.
Seller has delivered or made available to Buyer true and complete copies of the Leases. The list of Leases set forth on Exhibit
“B” attached hereto is true, correct and complete. Each of the Leases is in full force and effect. Seller is
“landlord” or “lessor” under the Leases and is entitled to assign to Buyer without the consent
of any party, the Leases. Seller has no ownership interest in, or any other affiliation with, any tenant. The rent roll provided
to Buyer is true, correct, and complete. There are no rights to renew, extend or terminate the Leases or expand any tenant lease
premises, except as shown in the rent roll or the Leases. There is no Lease which provides that a tenant pays rent in the form
of percentage rent. No rent or other payments have been collected in advance for more than one (1) month and no rents or other
deposits are held by Seller, except the security deposits described on the rent roll and rent for the current month. Neither Seller
nor any tenant is in default under its respective Lease, and there exists no condition or circumstance or written notice of any
condition or circumstance which, with the passage of time, would constitute a default under any of the Leases by any party. No
tenant has asserted any claim of offset or other defense in respect of its or Seller’s obligations under its respective Lease.
No tenant has (i) filed for bankruptcy or taken any similar debtor-protection measure, (ii) defaulted under its Lease, (iii) discontinued
operations at the Property or (iv) given notice of its intention to do any of the foregoing.


 


4.8         No
Condemnation. Seller has not received any written notice of any pending or contemplated condemnation, eminent domain or similar
proceeding with respect to all or any portion of the Real Property and, to Seller’s knowledge, no such proceedings are threatened.


 


4.9         Contracts.
There are no construction, management, commission, brokerage, leasing, service, equipment, supply, maintenance or concession agreements
entered into by or on behalf of Seller in effect with respect to the Real Property or the Personal Property which cannot be terminated
upon thirty (30) days’ prior written notice without penalty, except as set forth in Exhibit “C”.
All other construction, management, commission, brokerage, leasing, service, equipment, supply, maintenance or concession agreements
entered into by or on behalf of Seller in effect with respect to the Real Property or the Personal Property are listed on Exhibit
“C-1”. The agreements listed on Exhibit “C” and Exhibit “C-1”
are, collectively, the “Contracts”). Seller has delivered or made available to Buyer true and complete copies
of the Contracts. Seller has not, within the last year, received any written notice of any default under any contract that has
not been cured or waived. To Seller’s knowledge, neither Seller nor any counterparty is in material default under any Contracts,
and no event exists which, with the passage of time or the giving of notice or both, will become a material default thereunder
on the part of Seller or any counterparty.


 




    	 	9	 



     


    

  


4.10       Tenant
Improvement Allowances. There are no tenant improvement allowances, tenant improvement obligations of Landlord, leasing commissions
and/or rent concessions with respect to any of the Leases.


 


4.11       Correction
of Conditions. Seller has not received any written notice from, and there are no grounds for, any association, declarant or
easement holder requiring the correction of any condition with respect to the Property, or any part thereof, by reason of a violation
of any other restrictions or covenants recorded against the Property. Seller is not in default under any such document, nor, to
Seller’s knowledge, is any other party subject to any such document.


 


4.12       Compliance.
Seller has not received any written notice from, and there are no grounds for, any governmental agency requiring the correction
of any condition with respect to the Property, or any part thereof, by reason of a violation of any applicable federal, state,
county or municipal law, code, rule or regulation (including, but not limited to, those respecting the Americans With Disabilities
Act), which has not been cured or waived. Seller and the Property are in compliance with all applicable federal, state, county
and municipal laws, codes, rules and/or regulations. Seller has not received written notice from any governmental agency or other
body of any existing violations of any federal, state, county or municipal laws, ordinances, orders, codes, regulations or requirements
affecting the Property which have not been cured.


 


4.13       Zoning.
To the best of Seller’s knowledge, the Property is properly zoned for its current use. To the best of Seller’s knowledge,
there is no pending or, to Seller’s knowledge, threatened request, application or proceeding to alter or restrict the zoning
or other use restrictions applicable to the Property. To the best of Seller’s knowledge, there is no plan, study or effort
by any governmental authority or agency or any private party or entity that in any way affects or would affect the authorization
of the current use and operation of the Property.


 


4.14       Property
Permits. Seller has not received any written notice of an intention to revoke or suspend any certificate of occupancy, license,
or permit issued in connection with the Property.


 


4.15       Structural
Defects. To the best of Seller’s knowledge, there are no material defects in the structural elements of the Improvements
and all Improvements (including, without limitation, machinery, equipment, electrical, plumbing, heating and air conditioning systems
and equipment) located on the Property are in good mechanical working order, condition and repair, and are structurally safe and
sound and have no material defect (reasonable wear and tear excepted), and there is no leak or material defect in any roof located
upon the Property.


 


4.16       Utilities.
All water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required by applicable law for the
present use and operation of the Property are installed across public property or valid easements to the boundary lines of the
Land, and are connected pursuant to valid permits (to the extent required) with all installation and connection charges paid in
full, and Seller has received no notice that such facilities are inadequate to service the Property or are not in good operating
condition, and such facilities are adequate to service the Property and are in good operating condition.


 




    	 	10	 



     


    

  


4.17       Hazardous
Materials. To the best of Seller’s knowledge, and except as reflected in any report of environmental site assessments
or similar report provided by Seller to Buyer, there are no Hazardous Materials (as defined below) stored on, incorporated into,
located on, present in or used on the Property in violation of, and requiring remediation under, any laws, ordinances, statutes,
codes, rules or regulations. For purposes of this Agreement, the term “Hazardous Materials” shall mean any substance
which is or contains: (i) any “hazardous substance” as now or hereafter defined in Section 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq.) (“CERCLA”)
or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Recourse
Conservation and Recovery Act (42 U.S.C. § 6901, et seq.) (“RCRA”) or regulations promulgated
under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. § 2601, et seq.); (iv)
gasoline, diesel fuel or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable
or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; or (viii) any additional substances or materials which are now
or hereafter classified or considered to be hazardous or toxic under any laws, ordinances, statutes, codes, rules, regulations,
agreements, judgments, orders and decrees now or hereafter enacted, promulgated, or amended, of the United States, the state, the
county, the city or any other political subdivision in which the Property is located and any other political subdivision, agency
or instrumentality exercising jurisdiction over the owner of the Property, the Property or the use of the Property relating to
pollution, the protection or regulation of human health, natural resources or the environment, or the emission, discharge, release
or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment
(including, without limitation, ambient air, surface water, ground water or land or soil). Notwithstanding the foregoing, Seller
represents and warrants that none of the Buildings and Improvements nor any portion thereof contains any asbestos or asbestos containing
materials, in any form, whether friable or non-friable. To the best of Seller’s knowledge, neither the Property nor any portion
thereof contains any form of toxic mold. No treatment has been undertaken by Seller with respect to termite or similar infestation,
fungi, or dry rot on the Property other than normal periodic service, and there is no damage to any portion of the Property from
termite or similar infestation, fungi or dry rot.


 


4.18       Litigation.
There is no action, suit, court or arbitration proceedings, or administrative action or proceeding, which is pending or threatened
against or affecting the Property or arising out of the ownership, management or operation of the Property.


 


4.19       FIRPTA.
Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code.


 


4.20       Liens.
To the best of Seller’s knowledge, there are no claims pending or unpaid bills which would result in the creation of any
lien on the Property for any improvements completed or in progress, including, but not limited to, water, sewage, street paving,
electrical or power improvements. To the best of Seller’s knowledge, there are no delinquent bills or claims in connection
with any repair of the Property or other work or material purchased in connection with the Property which will not be paid by or
at the Closing or placed in escrow pursuant to the provisions of this Agreement.


 




    	 	11	 



     


    

  


4.21       Insurance.
Seller has received no notices or requests from any insurance company issuing any policy of insurance covering the Property requesting
the performance of any work with respect to the Property which has not been fully complied with.


 


4.22       Operation.
Seller has not received any written notice relating to the operation of the Property from any agency, board, commission, bureau
or other instrumentality of any government, whether federal, state or local, that, Seller is not in compliance in all material
respects with, nor does Seller have any knowledge that Seller is not in compliance with, all applicable statutes, rules, regulations
and requirements of all federal, state and local commissions, boards, bureaus and agencies having jurisdiction over Seller and
the Property. With respect to the Property, Seller has timely filed all reports, data and other information required to be filed
with such commissions, boards, bureaus and agencies where a failure to file timely would have a material adverse effect on the
transactions contemplated hereby or the intended operation of the Property.


 


4.23       Change
of Facts. Seller shall immediately notify Buyer, in writing, of any event or condition known to Seller which occurs prior to
the Closing, which causes a material adverse change in the facts relating to, or the truth of, any of the representations or warranties.


 


4.24       On-Site
Employees. There are no on-site employees of Seller or its affiliates at the Property, and upon the Closing Date, Buyer shall
have no obligation to employ or continue to employ any individuals employed by Seller or its affiliates in connection with the
Property.


 


4.25       Information.
All information given by Seller to Buyer in this Agreement or in connection with the transactions contemplated hereunder shall
be true and accurate in every material respect as of the date hereof and at the Closing. Seller has not failed to disclose and
deliver any material fact, document or information to Buyer necessary to make the statements herein or otherwise provided in connection
with the transactions contemplated hereunder not misleading. Seller has not failed to disclose and deliver any material fact, document
or information to Buyer relating to the operation, use or marketability of the Property. Seller has no knowledge or information
of any facts, circumstances, or conditions that are inconsistent with the representations and warranties contained herein. Seller
shall promptly inform Buyer in writing if there occurs any (i) material adverse change in the condition, financial or otherwise,
of the Property, or the operation thereof, at any time prior to the Closing Date or (ii) if any information, document, agreement
or other material delivered to Buyer is amended, superseded, modified or supplemented.


 


4.26       Seller’s
Knowledge. As used herein, “to Seller’s knowledge”, “knowledge of Seller”, “best of Seller’s
knowledge” and similar references to knowledge of Seller shall mean the actual knowledge of Jason R. Minnite, who is knowledgeable
about the Property after checking with key employees at the Property and the property manager, if any.


 


4.27       No
Other Options. Other than this Agreement and the Permitted Exceptions, the Property is not subject to any outstanding agreement(s)
of sale or options, rights of first refusal or other rights of purchase.


 




    	 	12	 



     


    

  


4.28       Survivability
of Representations and Warranties. The representations and warranties of Seller and Buyer set forth in this Agreement are remade
as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing and shall survive for
one (1) year after the Closing Date.


 


4.29       Limitations
Regarding Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT
SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.


 


BUYER ACKNOWLEDGES AND AGREES
THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL
FAULTS”, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND/OR IN THE TRANSACTION DOCUMENTS REFERENCED HEREIN.


 


4.30       Additional
Representations and Warranties by OP Unit Holder. OP Unit Holder represents and warrants to Buyer as follows:


 


(a)          Tax
Advice. OP Unit Holder represents and warrants that it has obtained from its own counsel advice regarding the tax consequences
of (i) the receipt of the OP Units as consideration for a portion of the Purchase Price, (ii) OP Unit Holder’s admission
as a limited partner of the Operating Partnership and (iii) any other transaction contemplated by this Agreement. OP Unit Holder
further represents and warrants that it has not relied on Buyer, the Operating Partnership, Global Medical REIT Inc., a Maryland
corporation (“GMR REIT”) or any of their affiliates, representatives or counsel for such tax advice.


 


(b)          OP
Unit Holder represents and warrants that it is an “accredited investor” as defined in Section 501 of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”). OP Unit Holder has contemporaneously herewith
provided Buyer and the Operating Partnership with a duly executed Accredited Investor Questionnaire, a form of which is attached
hereto as Exhibit “P” (the “Investor Questionnaire”). No event or circumstance has
occurred since delivery of such Investor Questionnaire to make the statements contained therein false or misleading.


 


(c)          OP
Unit Holder is acquiring the OP Units for investment for its own account and not with a view to, or in connection with, a distribution
thereof within the meaning of Section 2(11) of the Securities Act or the securities laws of Ohio, West Virginia or any other state.


 




    	 	13	 



     


    

  


(d)          OP
Unit Holder acknowledges that no portion of the OP Units or the shares of GMR REIT issuable upon redemption thereof (the “Common
Stock”) pursuant to the Operating Partnership’s Partnership Agreement (the “OP Partnership Agreement”),
a copy of which is attached hereto as Exhibit “Q”, have been registered under the securities laws
of any U.S. or non-U.S. jurisdiction, including, without limitation, the Securities Act or the securities laws of Ohio or any other
state. OP Unit Holder further acknowledges that the OP Units are being offered and sold under this Agreement pursuant to one or
more exemptions from registration under the Securities Act and applicable state securities laws based in part upon OP Unit Holder’s
representations in this Agreement. OP Unit Holder acknowledges that the OP Units and the Common Stock are subject to substantial
restrictions on transfer as set forth in the OP Partnership Agreement, under the Securities Act and applicable state securities
laws and as set forth herein.


 


(e)          OP
Unit Holder understands that there will be no public market for the OP Units, that it cannot dispose of the OP Units or the Common
Stock except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder,
and that neither GMR REIT nor the Operating Partnership has any obligation or intention to register any of the OP Units or the
Common Stock or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 promulgated thereunder
which permits limited resales of shares purchased in a private placement subject to the satisfaction of certain conditions). OP
Unit Holder understands that the operating performance of GMR REIT and the Operating Partnership is subject to risks associated
with the real estate industry, that stock values are subject to fluctuations and cycles in value and demand, and that it must bear
the economic risk of the investment in the OP Units for an indefinite period of time. OP Unit Holder has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Operating Partnership
and making an informed investment decision with respect thereto. OP Unit Holder is able to bear the substantial economic risks
related to an investment in the Operating Partnership for an indefinite period of time, has no need for liquidity in such investment,
and, at the present time, can afford a complete loss of such investment.


 


(f)           OP
Unit Holder acknowledges having received and reviewed this Agreement and the OP Partnership Agreement and agrees to and accepts
all of the terms hereof and thereof, including, without limitation, Article IX of the OP Partnership Agreement. OP
Unit Holder also expressly acknowledges and agrees that upon OP Unit Holder’s submission of an executed Joinder page to the
OP Partnership Agreement at the Closing (the “Joinder”), and receipt of a fully executed OP Partnership Agreement
with a revised Exhibit A showing OP Unit Holder’s limited partnership interest in the Operating Partnership, OP Unit
Holder shall be a “Limited Partner” as defined in the OP Partnership Agreement and shall have all the rights
and responsibilities of a Limited Partner under the OP Partnership Agreement.


 


(g)          OP
Unit Holder acknowledges that GMR REIT is a publicly listed REIT whose public filings are accessible on the SEC’s EDGAR website
and that OP Unit Holder has had an opportunity to review, and has reviewed, GMR REIT’s public filings that have been filed
as of the date of this Agreement. In addition, OP Unit Holder will have access to, and will review, all public filings made by
GMR REIT from the date of this Agreement through the Closing Date, including but not limited to GMR REIT’s Annual Report
on Form 10-K for the year ended December 31, 2017. Simultaneously with providing Buyer with notification of the OP Unit Issuance
Amount, OP Unit Holder shall deliver to buyer an executed copy of the Document Receipt attached hereto (the “Document
Receipt”) indicating that OP Unit Holder has reviewed the public filings listed on the Document Receipt.


 




    	 	14	 



     


    

  


(h)          OP
Unit Holder has received and reviewed all other information and documents about or pertaining to GMR REIT, the Operating Partnership,
the business and prospects of GMR REIT and the Operating Partnership and the issuance of the OP Units as OP Unit Holder deems necessary
or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive
answers about such information and documents, GMR REIT, the Operating Partnership, the business and prospects of GMR REIT and the
Operating Partnership and the OP Units that OP Unit Holder deems necessary or desirable to evaluate the merits and risks related
to its investment in the OP Units and to conduct its own independent valuation of the OP Units; and OP Unit Holder understands
and has taken cognizance of all risk factors related to the purchase of the OP Units. IN ACQUIRING THE OP UNITS AND ENGAGING IN
THIS TRANSACTION, OP UNIT HOLDER IS NOT RELYING UPON ANY REPRESENTATIONS MADE TO IT BY GMR REIT, THE OPERATING PARTNERSHIP, OR
ANY OF THE OFFICERS, EMPLOYEES, OR AGENTS OF THE OPERATING PARTNERSHIP NOT CONTAINED IN THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED
IN CONNECTION WITH THIS TRANSACTION. OP Unit Holder is relying upon its own independent analysis and assessment (including with
respect to taxes), and the advice of OP Unit Holder’s advisors (including tax and investment advisors), and not upon that
of GMR REIT, the Operating Partnership or any of their respective advisors or affiliates, for purposes of evaluating, entering
into, and consummating the transactions contemplated by this Agreement.


 


(i)           OP
Unit Holder recognizes that an investment in the Operating Partnership involves investment risks and it has taken full cognizance
of and understands all of the risk factors relating to the purchase of the OP Units. OP Unit Holder acknowledges and is aware that
no U.S. or non-U.S. federal, state, or local agency has made or will make any finding or determination as to the fairness of an
investment in the OP Units, nor any recommendation or endorsement of such an investment. OP Unit Holder recognizes that none of
the Operating Partnership, GMR REIT or any other person has promised, represented, or guaranteed: (i) the safety of any capital
investment in the Operating Partnership; (ii) that the Operating Partnership will be profitable; or (iii) that any particular
investment return will be achieved by the Operating Partnership. Further, OP Unit Holder understands that any such promise, representation,
or guarantee, if made, would be strictly unauthorized and should not be relied on by OP Unit Holder.


 


(j)           OP
Unit Holder is not investing in OP Units as a result of or subsequent to any advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media, or broadcast over television or radio, or presented at any investment seminar,
or meeting open to the public.


 


(k)          Buyer,
Seller and OP Unit Holder have determined that the terms and conditions of the transactions contemplated by this Agreement, on
an overall basis, are fair and reasonable.


 


(l)           The
residence address of OP Unit Holder and percentage interest of OP Unit Holder in the issuance of the OP Units is set forth in Schedule
4.30 attached hereto.


 




    	 	15	 



     


    

  


5.           Representations
of Buyer. Buyer represents and warrants that:


 


5.1         Authority.
Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware
and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution
and delivery of this Agreement and all documents and actions contemplated hereby by Buyer has been duly authorized by all necessary
action on the part of Buyer, and all required consents and approvals have been duly obtained. This Agreement is a legal, valid
and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.


 


5.2         No
Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the
part of Buyer does not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge, or encumbrance upon any of the property or assets of Buyer by reason of the terms of any contract,
mortgage, lien, lease, agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports to be binding
upon Buyer or which otherwise affects Buyer, which will not be discharged, assumed or released at Closing. No action by any federal,
state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement
a valid instrument binding upon Buyer in accordance with its terms.


 


5.3         OFAC
Compliance. Buyer is in compliance with the requirements of the Order and other similar requirements contained in the rules
and regulations of OFAC and in any enabling legislation or other Orders. Buyer is not, and with respect to Section 5.3.4
below, shall not:


 


5.3.1       listed
on the Lists;


 


5.3.2       a
person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;


 


5.3.3       known
to Buyer to be owned or controlled by, or acts for or on behalf of, any person or entity listed on the Lists or any other person
or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or


 


5.3.4       transfer
or permit the transfer of any interest in Buyer or any beneficial owner in Buyer to any person or entity who is known to Buyer
to be on the Lists.


 


6.           Conditions
Precedent.


 


6.1         Conditions
Precedent to Buyer’s Obligations. All of Buyer’s obligations hereunder are expressly conditioned on the satisfaction
at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the
following conditions (each a “Buyer Closing Condition” and, collectively, the “Buyer Closing Conditions”):


 




    	 	16	 



     


    

  


6.1.1       Accuracy
of Representations. All of the representations and warranties of Seller contained in this Agreement shall have been true and
correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the
same effect as if made on and as of such date.


 


6.1.2       Performance.
Seller shall have performed, observed and complied in all material respects with all covenants, agreements and conditions required
by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder.


 


6.1.3       Documents
and Deliveries. All instruments and documents required on Seller’s part to effectuate this Agreement and the transactions
contemplated hereby shall be delivered at Closing and shall be in form and substance consistent with the requirements herein.


 


6.1.4       Title
Policy. On the Closing Date, the Title Company shall be unconditionally obligated and prepared, subject to the payment of the
applicable title insurance premium and other related charges, to issue to Buyer a 2006 ALTA Extended Coverage Owner’s Policy
of Title Insurance insuring the fee simple title to the Real Property in Buyer with liability in the amount of the Purchase Price,
subject only to the Permitted Exceptions.


 


6.1.5       Estoppel
Certificates. Upon Buyer’s request, Buyer shall have received from Seller, no later than five (5) days prior to Closing,
estoppel certificates from each of the tenants at the Property and each guarantor of each Lease at the Property substantially in
the form of Exhibit “L” attached hereto (an “Estoppel Certificate” or “Estoppel
Certificates”). Buyer shall have the right to review and approve all Estoppel Certificates before such Estoppel Certificates
are sent to any tenant or guarantor for execution. All Estoppel Certificates received shall be dated (i) not more than thirty (30)
days prior to Closing. In the event Seller is unable to deliver such Estoppel Certificates to Buyer despite making commercially
reasonable efforts to obtain such Estoppel Certificates, such failure shall constitute the failure of a Buyer Closing Condition
but such failure shall not constitute a default by Seller under this Agreement.


 


6.1.6       Subordination
and Non-Disturbance Agreements (SNDAs). In addition, upon request by Buyer’s lender, Seller shall request from the tenants
at the Property, and promptly deliver to Buyer to the extent received, a subordination, nondisturbance and attornment agreement
(an “SNDA”) in such form requested by Buyer’s lender. All SNDAs received shall be dated not more than
thirty (30) days prior to Closing.


 


6.2         Conditions
Precedent to Seller’s Obligations. All of Seller’s obligations hereunder are expressly conditioned on the satisfaction
at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the
following conditions (each a “Seller Closing Condition” and, collectively, the “Seller Closing Conditions”):


 




    	 	17	 



     


    

  


6.2.1       Accuracy
of Representations. All of the representations and warranties of Buyer contained in this Agreement shall have been true and
correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the
same effect as if made on and as of such date.


 


6.2.2       Performance.
Buyer shall have performed, observed and complied in all material respects with all covenants, agreements and conditions required
by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder.


 


6.2.3       Documents
and Deliveries. All instruments and documents required on Buyer’s part to effectuate this Agreement and the transactions
contemplated hereby shall be delivered at Closing and shall be in form and substance consistent with the requirements herein.


 


6.3         Termination
of Agreement with Respect to a Removed Parcel; Election and Termination Options.


 


6.3.1       Definition
of Removed Parcel. For purposes of this Agreement, a “Removed Parcel” shall be defined as any Parcel that
is excluded from the transactions contemplated under this Agreement by Buyer’s election pursuant to the provisions of Section
7.1, Section 11 or Section 12.2, the provisions of which Sections constitute the only basis upon which a
Parcel or Parcels can be excluded from the transaction contemplated by this Agreement and such exclusion shall only apply to the
Parcel or Parcels to which the conditions of such Sections apply.


 


6.3.2       Buyer’s
Right to Terminate. If any Parcel is deemed or treated as a Removed Parcel, then (unless otherwise specifically set forth in
this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall
be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed
Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half
of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow
Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence
the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to
the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller
to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s
and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be
void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel
pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this
Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations,
representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement,
shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall
survive the Closing or earlier termination of this Agreement.


 




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6.3.3       Seller’s
Right to Terminate. In the event that any Parcel or Parcels are treated as a Removed Parcel or Removed Parcels pursuant to
the provisions of Section 7.1 (other than in the event such Parcel or Parcels are treated as a Removed Parcel or Removed
Parcels because a Buyer Closing Condition is not satisfied as a result of a breach by Seller) or Section 11, Seller
shall have the option, at Seller’s sole discretion, to (i) proceed with the transaction contemplated by this Agreement pursuant
to Section 6.3.2, or (ii) terminate this Agreement as to all Parcels. In the latter event, the Deposit shall automatically
be refunded and returned to Buyer and, except as expressly set forth herein, all obligations, liabilities and rights of the parties
under this Agreement shall terminate.


 


7.           Failure
of Conditions.


 


7.1         Failure
of a Buyer Closing Condition. In the event a Buyer Closing Condition is not satisfied by the Closing Date, then Buyer shall
have the option, at Buyer’s sole discretion, to (i) waive the applicable Buyer Closing Condition and proceed with Closing
but preserving its other rights and remedies hereunder, or (ii) decline to proceed to Closing. In the latter event, except as expressly
set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate and the Deposit shall
be returned to Buyer. Notwithstanding the foregoing, in the event that a Buyer Closing Condition is not satisfied as a result of
a breach by Seller, Buyer shall have the rights and remedies set forth in Section 12.2 herein.


 


7.2         Failure
of a Seller Closing Condition. In the event a Seller Closing Condition is not satisfied by the Closing Date, then Seller shall
have the option, at Seller’s sole discretion, to (i) waive the applicable Seller Closing Condition and proceed with Closing,
or (ii) decline to proceed to Closing. In the latter event, if a Seller Closing Condition is not satisfied as a result of a breach
by Buyer, Seller shall have the rights and remedies set forth in Section 12.1 herein.


 


8.           Pre-Closing
Matters. From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement,
except as otherwise set forth below:


 


8.1         Termination
for Default. Notwithstanding anything in this Agreement to the contrary, prior to the expiration of the Inspection Period,
Seller may cancel or terminate any Lease or commence collection, unlawful detainer or other remedial action against any tenant
with Buyer’s consent, not to be unreasonably withheld, upon the occurrence of a default by the tenant under said Lease. Seller
shall deliver to Buyer copies of all default notices and correspondence delivered to or received from any of the tenants in connection
with the Leases after the Effective Date of this Agreement.


 


8.2         Leasing
Matters. Seller shall not effect any material change in any Lease, renew or extend the term of any Lease or enter into any
new Lease, sublease or license or cancel or terminate any Lease, or otherwise engage in any other leasing activity at the Property.


 




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8.3         Adjustments
of Leasing Expenses. Any tenant improvement costs, rent abatements, concessions or commissions under Leases or renewals, or
any other tenant inducement provided by Seller to any tenant, entered into prior to the Effective Date, whether payable prior to
or after the Closing, shall be Seller’s responsibility and credited to Buyer at the Closing if not paid by Seller prior to
the Closing. To the extent that any tenant terminates its Lease and pays a termination penalty pursuant to the terms of its Lease,
the termination penalty shall be paid to Buyer and if paid to Seller prior to the Closing, shall be credited to Buyer at the Closing.


 


8.4         Operation
of Property. From and after the date of this Agreement and until the Closing or earlier termination of this Agreement, Seller
shall operate, maintain and manage the Property in the same manner as Seller has in the past, including continuing repair and preventative
maintenance and maintenance of adequate insurance with respect thereto.


 


8.5         Contracts.
Buyer shall give notice to Seller on or before the expiration of the Inspection Period of any Contracts listed on Exhibit
“C-1” which Buyer elects to continue after Closing (collectively, together with the Contracts listed on Exhibit
“C”, the “Assigned Contracts”). The Assigned Contracts shall be assigned to and assumed
by Buyer at Closing and Seller shall take such steps as are reasonably necessary to terminate all Contracts other than the Assigned
Contracts. From and after the Effective Date of this Agreement through the end of the Inspection Period, (i) Seller shall not,
without Buyer’s prior written consent, enter into any new Contracts not identified on Exhibit “C”
or Exhibit “C-1” except such Contracts that are terminable with no more than 30 days written notice without
a termination fee or penalty and (ii) Seller shall provide Buyer with copies of any new Contracts. From and after the expiration
of the Inspection Period, Seller shall not enter into any new Contracts without the prior written consent of Buyer.


 


8.6         No
Contracting for Sale of Property. Seller shall not enter into any contract or other written agreement for sale of the Property
with any other party and shall not take any action which materially and negatively impacts the marketability and/or value of the
Property. Notwithstanding any provisions herein to the contrary, Buyer shall have any and all rights and remedies available at
law and equity in the event Seller does not comply with the preceding sentence.


 


8.7         No
Liens on Property. Seller shall not voluntarily create any liens, easements or other conditions affecting any portion of the
Property without the prior written consent of Buyer.


 


8.8         Survival.
The provisions of this Section 8 shall survive for one (1) year after the Closing.


 


9.           Closing;
Deliveries.


 


9.1         Time
of Closing. The Closing shall take place on the date that is fifteen (15) days after the expiration of the Inspection Period
(such date, the “Closing Date”) through an escrow closing with the Escrow Agent, unless otherwise agreed to
in writing by both Seller and Buyer. If any date on which the Closing would occur by operation of this Agreement is not a Business
Day, the Closing shall occur on the next Business Day; provided, that if the next Business Day is a Monday, then the Closing
shall occur on the next successive Business Day. As used in this Agreement, “Business Day” shall mean any day which
is not a Saturday, a Sunday or a state or federal legal holiday.


 




    	 	20	 



     


    

  


9.2         Seller
Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent for delivery and recording as appropriate
to such documents the following:


 


9.2.1       One
(1) original limited warranty deed (the “Deed”) for the Real Property from Seller, substantially in the form
attached hereto as Exhibit “E,” duly executed and acknowledged by Seller.


 


9.2.2       Two
(2) originals of a bill of sale (the “Bill of Sale”) for the Personal Property from Seller, substantially in
the form attached hereto as Exhibit “F,” duly executed by Seller.


 


9.2.3       Two
(2) originals of an assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption
of Leases, Contracts and Security Deposits”) from Seller, substantially in the form attached hereto as Exhibit
“G,” duly executed and acknowledged by Seller.


 


9.2.4       Two
(2) originals of an assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller,
substantially in the form attached hereto as Exhibit “H,” duly executed by Seller.


 


9.2.5       Any
customary certificates and affidavits, including, but not limited to, a “gap” indemnity and an owner’s affidavit
sufficient for Title Company to issue, without extra charge, an owner’s policy of title insurance free of any exceptions
for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing,
or for rights of parties in possession (other than tenants under the Leases).


 


9.2.6       One
(1) original of a Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”),
as amended, in the form of Exhibit “I,” duly executed by Seller.


 


9.2.7       One
(1) original of a certification by Seller substantially in the form attached hereto as Exhibit “J” that
all representations and warranties made by Seller in Section 4 of this Agreement are true and correct in all material
respects on the date of Closing.


 


9.2.8       One
(1) original of the right of first offer agreement, (the “Right of First Offer”), by and between Buyer and Seller,
substantially in the form attached hereto as Exhibit “O”, duly executed and acknowledged by Seller and
covering the property currently being developed at 809 Farson St., Belpre, Ohio 45714 (“Belpre V”).


 




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9.2.9       One
(1) original of the Easement and Right of Way Agreement over a portion of the Belpre I Parcel sufficient to accommodate the portions
of a building, parking lots and sidewalks to be included in and with the development of proposed building on Belpre V and appurtenant
improvements to be partially situated on the Belpre I Parcel in the substance and substantial form of Exhibit “R”
attached hereto (the “Belpre I Easement Agreement”) duly executed and acknowledged by the parties thereto.


 


9.2.10     One
(1) original of the Easement and Right of Way Agreement allowing vehicular and pedestrian access for the Belpre IV Parcel over
the parcel located at 721 Farson Street, Belpre, Ohio (the “721 Farson Parcel”) in the substance and substantial
form of Exhibit “S” attached hereto (the “Belpre IV Easement Agreement”) duly executed
and acknowledged by the parties thereto.


 


9.2.11     Keys
or combinations to all locks at the Property and any key cards and/or other electronic access devices, to the extent in Seller’s
possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section
9.2.11 available to Buyer at the Property in lieu of delivering them to Escrow Agent.


 


9.2.12     Originals
of the Leases, the New Lease and copies of lease files at the Real Property, and originals of any Assigned Contracts, in each case
to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items
described in this Section 9.2.12 available to Buyer at the Property in lieu of delivering them to Escrow Agent.


 


9.2.13     A
notice to the tenants and subtenants of the Property, signed by Seller or Seller’s agent, in the form of Exhibit “N”
(the “Tenant Notice”) disclosing that the Property has been sold to Buyer and that, after Closing, all rents
should be paid to Buyer or Buyer’s designee.


 


9.2.14     Original
letters of credit, if any, along with appropriate transfer forms and any fees associated therewith.


 


9.2.15     From
OP Unit Holder:


 


(i)          a
fully completed Investor Questionnaire certifying its status as an “accredited investor” as defined in Section 501
of Regulation D of the Securities Act concurrently with its execution of this Agreement,


 


(ii)         A
Joinder, duly executed by OP Unit Holder,


 


(iii)        a
Document Receipt, duly executed by OP Unit Holder, and


 


(iv)        an
affidavit from OP Unit Holder, certifying under penalty of perjury, such OP Unit Holder’s United States Taxpayer Identification
Number and that such OP Unit Holder is not a foreign person pursuant to section 1445(b)(2) of the Code and in the form attached
as Exhibit “I”.


 




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9.2.16     an
agreement executed by Seller, GMR REIT and the Operating Partnership relating to certain tax elections and acts by Buyer and Operating
Partnership in the form attached as Exhibit “M” (the “Tax Protection Agreement”).


 


9.2.17     All
other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.


 


9.3         Buyer
Deliveries. On or prior to the Closing Date, Buyer shall deliver to Escrow Agent for delivery and recording as appropriate
to such documents the following:


 


9.3.1       A
wire transfer of the Purchase Price in the amount required under Section 2.2 hereof (subject to the adjustments provided
for in this Agreement).


 


9.3.2       A
certification by Buyer substantially in the form attached hereto as Exhibit “J” that all representations
and warranties made by Buyer in Section 5 of this Agreement are true and correct in all material respects on the Closing
Date.


 


9.3.3       One
(1) original of the Right of First Offer, duly executed and acknowledged by Buyer.


 


9.3.4       Two
(2) originals of the Bill of Sale, duly executed by Buyer.


 


9.3.5       Two
(2) originals of the Assignment and Assumption of Leases, Contracts and Security Deposits, duly executed and acknowledged by Buyer.


 


9.3.6       Two
(2) originals of the Assignment of Intangible Property, duly executed by Buyer.


 


9.3.7       All
other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.


 


10.         Apportionments;
Taxes; Expenses.


 


10.1       Apportionments.


 


10.1.1     Taxes
and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (“Taxes”),
all operating expenses including charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities
(“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges
billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the Closing
Date; provided, however, Seller shall remain liable for all retroactive Taxes (including all state and local transaction
privilege taxes for all time periods prior to Closing). Buyer shall be entitled to all income and responsible for all expenses
for the period beginning at 12:01 a.m. Central time on the Closing Date, except as set forth herein. If any Taxes have not
been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted
at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If
any Operating Expenses or CAM Charges cannot conclusively be determined as of the Closing Date, then the same shall be adjusted
at Closing based upon the most recently issued bills thus far or as otherwise reasonably estimated by Buyer and Seller, and readjusted
within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures
are available including final tenant reimbursement reconciliations. Buyer hereby agrees to assume all non-delinquent assessments
affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date.


 




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All refunds of Taxes received
by Seller or Buyer after the Closing with respect to the property tax appeals (“Tax Refund”) shall be applied
(A) first, to reimburse Seller or Buyer, as the case may be, for third party expenses incurred in protesting and obtaining such
Tax Refund, (B) second, to Buyer to the extent that such Tax Refund is required to be paid to (or credited against other amounts
payable by) any tenant under any leases or other agreement, and (C) third, (x) to Seller if such Tax Refund is for any period which
ends before the Closing Date, (y) to Buyer if such Tax Refund is for any period which commences on or after the Closing Date, or
(z) to Seller and Buyer prorated based on the Closing Date, if such Tax Refund is for a period which includes the Closing Date.
If Seller or Buyer receives any Tax Refund, then each shall retain or promptly pay such amounts (or portions thereof) in order
that such payments are applied in the manner set forth in this Subsection. Buyer and Seller agree to cooperate with respect to
any pending Tax Refund request, and the provisions of this subsection shall survive Closing.


 


10.1.2     Rents.
Except for delinquent rent, all rent under the Leases shall be prorated to the Closing Date on a collected basis. Delinquent rent
shall not be prorated but shall remain the property of Seller. Payments received from tenants from and after the Closing Date shall
be applied first to rents then due for the current period and then to amounts owed to Buyer with respect to periods following the
Closing, and then to rents delinquent as of the Closing Date. Buyer shall use reasonable efforts to collect delinquent rents for
the benefit of Seller, and shall cooperate with Seller in the collection of any delinquent amounts, but shall not be required to
terminate any Leases or evict any tenants.


 


10.1.3     Charges
under Assigned Contracts. The unpaid monetary obligations of Seller with respect to any of the Assigned Contracts shall be
prorated on a per diem basis as of the Closing Date.


 


10.1.4     Security
Deposits. The Security Deposits (together with any accrued interest thereon as may be required by law or contract) shall be
transferred or credited to Buyer as of the Closing Date, and to the extent Seller has any Security Deposits held in the form of
a letter of credit, such letters of credit shall, at Seller’s expense (to the extent not the responsibility of the tenant
under the applicable Lease), be transferred to Buyer as of Closing.


 


10.1.5     Bankruptcy
Distributions. Any portion of bankruptcy distributions (whether or not Seller has filed its proof of claim as of the date hereof)
or payments pursuant to (i) settlement agreements (whether prepared by Seller’s in-house counsel or outside counsel), (ii)
arrearage payment plans by letters signed by Seller or its agent, (iii) lease termination agreements, (iv) promissory notes, or
(v) judgments (whether already obtained by Seller or which result from lawsuits or proceedings filed prior to the Closing) providing
for the payment of specified sums, either in a lump sum or in installments, in all cases which are applicable to the time period
prior to the Closing Date but payable after the date of Closing and actually received by Buyer, shall be payable to Seller.


 




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10.1.6     Survival.
The provisions of this Section 10.1 shall survive the Closing to the extent any monies may be payable pursuant to this Section
10.1 to either party subsequent to the transfer of title to the Property to Buyer. Any reimbursements payable by any tenant
under the terms of any Lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenant’s
pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time
prior to the Closing, shall, to the extent not capable of being prorated at Closing, shall be prorated upon Buyer’s actual
receipt of any such reimbursements, on the basis of the respective share of such costs or expenses paid by Seller and Buyer during
the period in respect of which such reimbursements are payable; and Buyer agrees to pay to Seller, Seller’s pro rata portion
of such reimbursements within thirty (30) days after Buyer’s receipt thereof. Conversely, if any tenant under any such Lease
shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing,
then, Seller shall, within thirty (30) days following Buyer’s demand therefor, pay to Buyer any amount equal to Seller’s
pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth.
It is agreed that adjustment billings to tenants for operating expenses, common area maintenance charges, taxes or insurance premiums
for the accounting year in which the Closing occurs shall be billed by Buyer and shall be adjusted between Seller and Buyer based
upon the respective percentages of the total related expenses paid by each of Buyer and Seller for such accounting year. To satisfy
Buyer’s foregoing obligation to bill tenants for the full calendar year 2018, within thirty (30) days following Closing,
Seller shall provide Buyer with general ledgers for calendar year 2018 through the Closing Date.


 


10.2       Closing
Costs. Buyer and Seller shall each pay their own legal fees related to the preparation of this Agreement and, except as otherwise
provided herein, all documents and acts required to settle the transaction contemplated hereby. Except as otherwise provided herein,
Buyer shall pay all costs associated with its investigation of the Property, including the cost of appraisals, architectural, engineering,
credit and environmental reports. Seller shall pay: (i) one-half (1⁄2) of Escrow Agent’s fees, costs and expenses, (ii)
one-half (1⁄2) of the premium for the ALTA Standard Title Policy for the Property, (iii) all costs associated with the cure
or removal of any title objections by Buyer that Seller is obligated or agrees to remove or cure (including, without limitation,
all costs required to eliminate any mechanics’ or materialmen’s lien exceptions), and (iv) all transfer taxes, if any.
Buyer shall pay: (i) one-half (1⁄2) of Escrow Agent’s fees, costs and expenses, (ii) the cost of the survey, (iii) one-half
(1⁄2) of the premium for the ALTA Standard Title Policy for the Property, (iv) the cost of the Extended Title Policy Coverage
and any endorsements to the Title Policy if required by Buyer, and (v) all fees to record the Deed and any mortgage obtained by
Buyer. All Closing costs not described above shall be borne by Seller and Buyer, respectively, in the matter customarily borne
by sellers and buyers, respectively, of real property in the county in which the Real Property is located.


 




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11.         Damage
or Destruction; Condemnation; Insurance. If at any time prior to the Closing Date there is damage or destruction to the Property,
the cost for repair of which exceeds One Hundred Thousand Dollars ($100,000) and the Property cannot be restored to its original
condition prior to Closing, or if more than five percent (5%) of the rentable area of any Building is condemned or taken by eminent
domain proceedings by any public authority, then, at Buyer’s option, (i) Buyer may elect to treat any affected Parcel as
a Removed Parcel, or (ii) this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set
forth herein, neither party shall have any further liability or obligation to the other hereunder.


 


If there is any damage or
destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement
or treat the affected Parcel as a Removed Parcel as herein provided (to the extent Buyer is entitled to do so), then (1) in the
case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned
to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses incurred by Seller in connection with such
taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under
the applicable insurance policies, less any of Seller’s costs of collection and any sums expended by Seller in restoration,
and Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing
without any reduction in the Purchase Price payable to Seller.


 


12.         Remedies.


 


12.1       Buyer
Default. In the event Buyer breaches or fails, without legal excuse, to complete the purchase of the Property or to perform
its obligations under this Agreement and such failure continues for five (5) Business Days following receipt of written notice
regarding same (other than the failure of Buyer to deliver “Buyer’s Deliveries” pursuant to Section
9.3 hereunder, for which there shall be no grace or cure period), then Seller shall, as their exclusive remedy therefor, be
entitled to receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in
lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default. Thereupon
this Agreement shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as
expressly set forth herein. Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’s breach would be
difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section represents
both parties’ best efforts to approximate such potential damages.


 


12.2       Seller
Default. If the sale of the Property is not consummated due to a breach or default under this Agreement on the part of Seller,
Buyer may, in its sole and absolute discretion, avail itself of any and all rights and remedies available at law or in equity,
including, without limitation, the right to terminate this Agreement or treat any affected Parcel as a Removed Parcel and recover
all damages proximately caused by Seller’s breach or default, the right to specific performance and the right to continue
this Agreement pending Buyer’s action for specific performance and/or damages hereunder, and no such remedy shall be deemed
exclusive or to preclude the pursuit of any other remedy. Any damages to which Buyer is entitled shall include, without limitation,
reasonable attorneys’ fees, all title, escrow, legal and inspection fees and any other expenses incurred by Buyer in connection
with the performance of its due diligence review of the Property, including, without limitation, environmental and engineering
consultants’ fees and the fees incurred in connection with the preparation and negotiation of this Agreement.


 




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13.         Possession.
Possession of the Property shall be tendered to Buyer at Closing, subject to the rights of tenants under the Leases and to the
other matters permitted pursuant to this Agreement.


 


14.         Notices.
All notices and other communications provided for herein shall be in writing and shall be sent to the address set forth below (or
such other address as a party may hereafter designate for itself by notice to the other parties as required hereby) of the party
for whom such notice or communication is intended:


 


	If to Buyer:	Global Medical REIT Inc.
	 	2 Bethesda Metro Center, Suite 440
	 	Bethesda, Maryland 20814
	 	Attention:	Alfonzo Leon
	 	Email:	AlfonzoL@globalmedicalreit.com
	 	Phone:	(202) 524-6853
	 	 	 
	 	With a copy to:
	 	 
	 	Cox, Castle & Nicholson LLP
	 	2029 Century Park East, 21st Floor
	 	Los Angeles, California 90067
	 	Attention:	David Lari
	 	Email:	dlari@coxcastle.com
	 	Phone:	(310) 284-2292
	 	 	 
	If to Seller:	Minnite Family, LLC
	 	1000 Grand Central Mall
	 	Vienna, WV  26105
	 	Attention:	Dan Van Dyke
	 	E-mail:	danv@thepmcompany.com
	 	Phone:	(304) 485-8000
	 	 	 
	If to Escrow Agent:	First American Title Insurance Company
	 	777 S. Figueroa St., 4th Floor
	 	Los Angeles, CA 90017
	 	Attention:  Brian Serikaku
	 	E-mail:	bmserikaku@firstam.com
	 	Phone:	(213) 271-1774
	 	Facsimile:	(877) 398-1603


 




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Any such notice or communication shall be sufficient
if sent by registered or certified mail, return receipt requested, postage prepaid; by hand delivery; by overnight courier service;
or by e-mail (provided that such e-mail delivery is confirmed by the sender, by delivery service or by mail in the manner
previously described within 24 hours after such transmission is sent). Any such notice or communication shall be effective when
delivered or when delivery is refused.


 


15.         Brokers.
Buyer and Seller each represents to the other that it has not dealt with any broker or agent in connection with this transaction
other than Newmark Grubb Knight Frank, to whom Seller shall pay a commission pursuant to a separate agreement if, as and when the
Closing and funding occur, but not otherwise. Each party hereby indemnifies and holds harmless the other party from all loss, cost
and expense (including reasonable attorneys’ fees) arising out of a breach of its representation or undertaking set forth
in this Section 15. The provisions of this Section 15 shall survive Closing or the termination of this
Agreement without limit.


 


16.         Escrow
Agent. Escrow Agent shall hold the Deposit in accordance with the terms and provisions of this Agreement, subject to the following:


 


16.1       Obligations.
Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations
shall be read into this Agreement against Escrow Agent.


 


16.2       Reliance.
Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes, and any statement
or assertion contained in such writing or instrument, and may assume that any person purporting to give any writing, notice, advice
or instrument in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be
liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited
in escrow, nor as to the identity, authority, or right of any person executing the same, and Escrow Agent’s duties under
this Agreement shall be limited to those provided in this Agreement. Upon receipt by Escrow Agent from either Buyer or Seller of
any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by
Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified
Party”). If within seven (7) days after the giving of such notice, Escrow Agent does not receive any written objection to
the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written
objection from the Notified Party in a timely manner, Escrow Agent shall take no further action until the dispute between the parties
has been resolved.


 


16.3       Indemnification.
Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is guilty of willful misconduct
with regard to its duties under this Agreement, Seller and Buyer shall indemnify Escrow Agent and hold it harmless from any and
all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any
character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement;
and in such connection Seller and Buyer shall indemnify Escrow Agent against any and all expenses including reasonable attorneys’
fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity.


 




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16.4       Disputes.
If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective
rights and obligations, or the propriety of any action contemplated by Escrow Agent, or the application of the Deposit, Escrow
Agent shall hold the Deposit until the receipt of written instructions from both Buyer and Seller or a final order of a court of
competent jurisdiction. Escrow Agent shall be indemnified for all costs and reasonable attorneys’ fees in its capacity as
Escrow Agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities
under this Agreement until a final judgment in the interpleader action is received.


 


16.5       Counsel.
Escrow Agent may consult with counsel of its own choice and have full and complete authorization and protection in accordance with
the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for
any acts or omissions of any kind, unless caused by its negligence or willful misconduct.


 


16.6       Interest.
All deposits into the escrow shall be held by the Escrow Agent in an interest bearing account. All interest earned on the Deposit
shall be deemed to be part of the Deposit and shall accrue to the benefit of Buyer except to the extent the Deposit becomes payable
to Seller pursuant to Section 12.1. In such event the interest earned on the Deposit shall accrue to the benefit of Seller.


 


17.         Indemnification.


 


17.1       Seller’s
Indemnification. From and after the Closing, Seller shall reimburse, indemnify, defend and hold harmless Buyer and Buyer’s
employees, agents, representatives, contractors and invitees (the “Buyer Indemnified Parties”) from and against
any and all damage, loss, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) resulting
from: (a) Seller’s default in the performance of any representation, warranty, covenant and/or any other obligation to be
performed by Seller under this Agreement, (b) non-contractual claims of third-parties relating to the use, operation or ownership
of the Property attributable to periods at or before the Closing, (c) breaches prior to Closing by Seller of their obligations
under any contract assigned to Buyer in accordance with this Agreement, (d) any obligations with respect to any contract relating
to or affecting the Property not assumed by Buyer, whether allocable to a period prior to or after the Closing and (e) Seller’s
failure to pay any expenses required under this Agreement. This Section 17.1 shall survive the Closing.


 


17.2       Buyer’s
Indemnification. From and after Closing, Buyer shall reimburse, indemnify, defend and hold Seller and Seller’s employees,
agents, representatives, contractors and invitees harmless from and against any and all damage, loss, liability, costs and expenses
(including, without limitation, reasonable attorneys’ fees) resulting from: (a) any non-contractual claims of third-parties
relating to Buyer’s use, operation or ownership of the Property, in each case, first arising from and after the Closing,
(b) breaches by Buyer on or after Closing of its obligations under any Assigned Contract and (c) Buyer’s failure to pay the
expenses required under this Agreement; provided, however, that the foregoing indemnity does not apply to any loss, liability,
cost, claim, damage or injury to the extent caused by acts or omissions of Seller or is otherwise subject to Seller’s indemnity
obligations pursuant to Section 17.1.


 




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17.3       Definition
of Exist. For purposes of this Section 17, an obligation shall be deemed to “exist” as of the Closing
if it relates to an event which occurred prior to the Closing even if it is not asserted until after the Closing. The terms of
the indemnities set forth above shall survive the Closing.


 


18.         Miscellaneous.


 


18.1       Assignability.
Except as provided in Section 18.19, Seller shall not assign any of its right, title, claim or interest in, to or under
this Agreement. Buyer may assign any or all of its rights and obligations under this Agreement to any one or more affiliates of
Buyer upon notice to Seller.


 


18.2       Governing
Law; Bind and Inure. This Agreement shall be governed by the law of the State of Ohio without regard to its conflicts of laws
principles and shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
successors, assigns and personal representatives.


 


18.3       Recording.
Neither this Agreement nor any notice or memorandum hereof shall be recorded in any public land record. A violation of this prohibition
shall constitute a material breach entitling the non-breaching party to terminate this Agreement. Notwithstanding the foregoing
the parties agree that the Right of First Offer shall be recorded in the county in which the Real Property is located concurrently
with the Closing.


 


18.4       Time
of the Essence. Time is of the essence of this Agreement.


 


18.5       Further
Assurances. Each party will, whenever and as often as it shall be requested to do so by the other party, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered any and all such further conveyances, assignments, approvals,
consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose
of this Agreement. Each of Minnite Family, LLC, a West Virginia limited liability company, Belpre I, LLC, a West Virginia limited
liability company, Belpre II, LLC, a West Virginia limited liability company, Belpre III, LLC, a West Virginia limited liability
company, and Belpre IV, LLC shall be jointly and severally liable for each of the obligations of Seller hereunder. The provisions
of this Section 18.5 shall survive the Closing.


 


18.6       Exclusivity.
Until the Closing Date or the date that this Agreement is terminated, Seller shall not enter into any contract, or enter into or
continue any negotiations, to sell the Property to any person or entity other than Buyer, nor will Seller solicit proposals from,
or furnish any non-public information to, any person or entity other than Seller’s agents, attorneys and lenders and Buyer
regarding the possible sale of the Property.


 




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18.7       Non-Solicitation.
For the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller covenants
and agrees that it shall not, nor shall it permit any of its Affiliates, or its successors and assigns, directly or indirectly,
to call on or solicit any tenant of the Property for the purpose of leasing space to such tenant at another property managed, operated
or otherwise controlled by Seller or its Affiliates other than Belpre V and the 721 Farson Parcel. The foregoing limitation shall
not apply to requests made by or discussions initiated by Marietta Memorial Hospital regarding the transfer of individual physicians
or employees among facilities operated by Marietta Memorial Hospital. The parties acknowledge that the restrictions on solicitation
set forth in the preceding sentence are reasonable in scope and are essential to the protection of the legitimate business interests
of Buyer. The parties further acknowledge and agree that since a remedy at law for any breach or attempted breach of the provisions
of this Section 18.7 would be inadequate, Buyer shall be entitled to preliminary or permanent injunctive relief for any
violation of this Section 18.7, in addition to any other rights and remedies available to Buyer hereunder, at law or in
equity. Notwithstanding the foregoing, if the restrictions on solicitation in this Section 18.7 are judged unreasonable
by any court of competent jurisdiction, the parties agree to the reformation of such restriction(s) by the court to limits which
may reasonably grant Buyer the maximum protection permitted by applicable law in such circumstances. For the purposes of this Section,
the term (a) “Affiliate” means any corporation, limited liability company, partnership, joint venture or other
entity, regardless of how organized or identified, which is directly or indirectly controlled by Seller, and (b) “control”
means, when used with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise, and
the terms “controlling” and “controlled” have correlative meanings. The provisions of this
Section shall survive the Closing.


 


18.8       Headings.
The headings preceding the text of the paragraphs and subparagraphs hereof are inserted solely for convenience of reference and
shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.


 


18.9       Counterparts.
Electronic Signatures. This Agreement may be executed and delivered in any number of counterparts, each of which so executed
and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile and electronically
transmitted signatures shall for all purposes be treated as originals.


 


18.10     Exhibits.
All Exhibits which are referred to herein and which are attached hereto or bound separately and initialed by the parties are expressly
made and constitute a part of this Agreement.


 


18.11     Use
of Proceeds to Clear Title. To enable Seller to make conveyance as herein provided, Seller shall, at the time of Closing, direct
the Escrow Agent to use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests; provided
that provision reasonably satisfactory to Buyer’s attorney is made for prompt recording of all instruments so procured in
accordance with conveyancing practice in the jurisdiction in which the Property is located.


 


18.12     Submission
not an Offer or Option. The submission of this Agreement or a summary of some or all of its provisions for examination or negotiation
by Buyer or Seller does not constitute an offer by Seller or Buyer to enter into an agreement to sell or purchase the Property,
and neither party shall be bound to the other with respect to any such purchase and sale until a definitive agreement satisfactory
to Buyer and Seller in their sole discretion is executed and delivered by both Seller and Buyer.


 




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18.13     Entire
Agreement; Amendments. This Agreement and the Exhibits and Schedules hereto set forth all of the promises, covenants, agreements,
conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This
Agreement may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties
against whom enforcement of any waiver, change, modification, consent or discharge is sought.


 


18.14     Attorneys’
Fees. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees and costs.


 


18.15     Waiver
of Jury Trial. Each party to this Agreement hereby expressly AND IRREVOCABLY waives any right to trial by jury of any claim,
demand, action or cause of action (each, an “Action”) (a) arising out of this Agreement, including any present
or future amendment thereof or (b) in any way connected with or related or incidental to the dealings of the parties or any of
them with respect to this Agreement (as hereafter amended) or any other instrument, document or agreement executed or delivered
in connection herewith, or the transactions related hereto or thereto, in each case whether such Action is now existing or hereafter
arising, and whether sounding in contract or tort or otherwise and regardless of which party asserts such Action; and each party
hereby agrees and consents that any such Action shall be decided by court trial without a jury, and that any party to this Agreement
may file an original counterpart or a copy of this Section 18.15 with any court as written evidence of the consent of the
parties to the waiver of any right they might otherwise have to trial by jury. THIS WAIVER IS GIVEN KNOWINGLY AND VOLUNTARILY AFTER
CONSULTATION WITH COUNSEL.


 


18.16     No
Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver
in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.


 


18.17     Rules
of Construction. Article and Section captions used in this Agreement are for convenience only and shall not affect the construction
of this Agreement. All references to “Article” or “Sections” without reference to a document
other than this Agreement, are intended to designate articles and sections of this Agreement, and the words “herein,”
“hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not
to any particular Article or Section, unless specifically designated otherwise. The use of the term “including” shall
mean in all cases “including but not limited to,” unless specifically designated otherwise. No rules of construction
against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates
executed pursuant hereto, or any provisions of any of the foregoing.


 


18.18     Confidentiality.
Neither Party shall make public disclosure with respect to this transaction either before or after Closing except:


 




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(a)          as
may be required by law, including without limitation disclosure required under Freedom of Information Act (“FOIA”)
request, securities laws, or by the Securities and Exchange Commission, or by the rules of any stock exchange, or in connection
with any filing or registration;


 


(b)          to
such attorneys, accountants, present or prospective sources of financing, partners, directors, officers, employees and representatives
of either Party or of such Party’s advisors who need to know such information for the purpose of evaluating and consummating
the transaction, including the financing of the transaction;


 


(c)          as
have been made to Seller’s tenant, including, but not limited to, those made in the Waivers of Right of First Refusal dated
February 26, 2018 and Confidentiality Agreements dated February 26, 2018; and


 


(d)          Buyer
may issue a press release (the “Press Release”) upon full execution of this Agreement by all parties announcing
the transactions proposed herein including the purchase price or as may be permitted specifically by the terms of this Agreement.


 


18.19     Section
1031 Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (an
“Exchange”) pursuant to Section 1031 of the Code, provided that (i) the Closing shall not be delayed or affected
by reason of an Exchange nor shall the consummation or accomplishment of any Exchange be a condition precedent or condition subsequent
to a party’s obligations under this Agreement; (ii) any party desiring an Exchange shall effect its Exchange through an assignment
of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party shall not be required to
take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title
to any real property for purposes of consummating such Exchange; and (iii) the party desiring an Exchange shall pay any additional
costs that would not otherwise have been incurred by Buyer or Seller had such party not consummated its purchase or sale through
an Exchange. Neither party shall by this agreement or acquiescence to an Exchange desired by the other party (1) have its rights
under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted
to the other party that such party’s Exchange in fact complies with Section 1031 of the Code. In connection with such cooperation,
Seller agrees, upon request of Buyer to “direct deed” for actual interests in the property to designees of Buyer.


 


19.         Additional
Provisions Concerning the OP Units.


 


19.1       Redemption
of OP Units. OP Unit Holder hereby agrees that the redemption of the OP Units shall be governed by the terms and conditions
of the OP Partnership Agreement and this Agreement.


 


19.2       Affirmative
Covenants of OP Unit Holder.


 


(a)          OP
Unit Holder shall obtain any approvals, waivers or other consents of third parties, governmental authorities and agencies required
to effect the transactions contemplated by this Agreement.


 




    	 	33	 



     


    

  


(b)          OP
Unit Holder shall take such other actions and execute and deliver such additional documents following the Closing as Buyer, the
Operating Partnership or GMR REIT may reasonably request in order to effect the transactions contemplated hereby.


 


19.3       Equitable
Remedies. The parties agree that irreparable damage would occur to each party in the event that any of the provisions of this
Agreement that relate to OP Units were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the
other party and to enforce specifically the terms and provisions hereof to the extent such terms and/or provisions relate to OP
Units in any federal or state court located in Ohio (as to which the parties agree to submit to jurisdiction for the purposes of
such action), this being in addition to any other remedy to which such party is entitled under this Agreement or otherwise at law
or in equity.


 


19.4       Indemnification.
OP Unit Holder agrees to indemnify, defend, and hold harmless Buyer, the Operating Partnership, GMR REIT, and their respective
predecessors, successors, assigns, officers, directors, stockholders, employees, subsidiaries, parents, affiliates, partners, agents,
attorneys, accountants, financial advisers, representatives and insurers (collectively, the “GMR Indemnified Parties”
and each a “GMR Indemnified Party”), against and in respect of any loss, liability, cost (including reasonable
attorneys’ fees), claim, damage or injury incurred by any GMR Indemnified Party, arising or resulting, directly or indirectly,
from or in connection with: (a) any misrepresentation or other breach of any representation or warranty by OP Unit Holder in this
Agreement (regardless of whether such has been waived); or (b) any failure to perform or other breach of any covenant, agreement,
or obligation of OP Unit Holder in this Agreement (regardless of whether such has been waived).


 


19.5       Evidence
and Issuance of OP Units. Upon receipt of the Joinder to the OP Partnership Agreement at the Closing from OP Unit Holder (which
Joinder shall include a current notice address which shall serve, among other things, as the intended delivery location for future
distribution checks, if any), Buyer shall cause GMR REIT to deliver to OP Unit Holder a fully executed OP Partnership Agreement
with a revised Exhibit A evidencing such OP Unit Holder’s limited partnership interest in the Operating Partnership.
Buyer shall cause the Operating Partnership to issue the OP Units directly to the partners of Seller pursuant to a letter of direction
from Seller provided to Buyer prior to Closing, provided that such partners have also furnished Buyer with a completed and fully
executed Investor Questionnaire certifying its status as an “accredited investor” as defined in Section 501 of
Regulation D of the Securities Act.


 


19.6       Compliance
with Anti-Money Laundering Regulations, etc.


 


(a)          OP
Unit Holder acknowledges that:


 


(1)          The
Partnership may be subject to certain provisions of the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) as amended (“Bank
Secrecy Act”), the USA PATRIOT Act of 2001 (the “Patriot Act”), including, but not limited to, Title
III thereof, the International Money Laundering and Abatement and Anti-Terrorist Financing Act of 2001 (“Title III”),
certain regulatory and legal requirements imposed or enforced by OFAC and other similar laws of the United States;


 




    	 	34	 



     


    

  


(2)          To
comply with applicable U.S. anti-money laundering legislation and regulations, all payments by OP Unit Holder to the Operating
Partnership and all distributions to OP Unit Holder from the Operating Partnership will only be made in OP Unit Holder’s
name and to and from a bank account of a bank based in or incorporated under the laws of the United States or a bank that (i) is
not a “foreign shell bank” within the meaning of the Bank Secrecy Act, and the regulations promulgated thereunder by
the U.S. Department of the Treasury, as such regulations may be amended from time; (ii) is not in a “non-cooperative
jurisdiction” as defined by the Financial Action Task Force; and (iii) is not a financial institution, is not involved
in transactions, and is not in a jurisdiction of, primary money laundering concern, as defined in section 311 of the Patriot
Act;


 


(3)          The
Operating Partnership and/or GMR REIT may request that OP Unit Holder provide certain documentation verifying, among other things,
OP Unit Holder’s identity, and the Operating Partnership may decline to accept OP Unit Holder’s investment if this
information is not provided or on the basis of the information that is provided;


 


(4)          OP
Unit Holder agrees to provide the Operating Partnership and/or GMR REIT at any time during which OP Unit Holder holds the OP Units
with such information as the Operating Partnership and/or GMR REIT determines to be necessary or appropriate to comply with the
anti-money laundering and countering the financing of terrorism laws and regulations of any applicable jurisdiction, or to respond
to requests for information concerning the identity of OP Unit Holder from any governmental authority, self-regulatory organization,
or financial institution in connection with its anti-money laundering and countering the financing of terrorism compliance procedures,
or to update such information;


 


(5)          Either
before or after acceptance of this investment, the Operating Partnership and/or GMR REIT may be required to report any information
received from OP Unit Holder, or report the failure of OP Unit Holder to comply with requests for information, to appropriate governmental
authorities, in certain circumstances without informing OP Unit Holder that such information has been reported; provided that any
information received from OP Unit Holder will not be used for any purpose other than ensuring that the Operating Partnership and/or
GMR REIT is in compliance with applicable law, regulations, orders, directives, or special measures, including, but not limited
to, those imposed or enforced by OFAC, the Patriot Act, and Title III; and


 


(6)          The
Operating Partnership and/or GMR REIT, without a Limited Partner’s consent or approval, may take such steps that it determines
are necessary to comply with applicable law, regulations, orders, directives, or special measures, including, but not limited to,
those imposed or enforced by OFAC, the Patriot Act, and Title III, possibly including, among other things, prohibiting a Limited
Partner from making further capital contributions to the Operating Partnership, depositing distributions to which such Limited
Partner would otherwise be entitled into an escrow account or causing the withdrawal of such Limited Partner from the Operating
Partnership.


 




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(b)          OP
Unit Holder understands and acknowledges that Executive Orders and Regulations administered by OFAC prohibit, among other things,
transactions with, and the provision of services to, certain non-U.S. countries, territories, entities, and individuals which are
listed on the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) maintained by OFAC,
as such list may be amended from time to time, or in an Executive Order. The SDN List can be found on the OFAC website at http://www.treas.gov/ofac.
In addition, certain programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or
entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These
programs also can be found on OFAC’s website. OP Unit Holder represents and warrants that, to the best of OP Unit Holder’s
knowledge, none of: (1) OP Unit Holder; (2) any person controlling or controlled by OP Unit Holder; (3) if OP Unit
Holder is a privately held entity, any person having a beneficial interest in OP Unit Holder; or (4) any person for whom OP
Unit Holder is acting as agent or nominee in connection with the purchase of the OP Units is (A) an individual or entity named
on the SDN List, (B) a person who is the subject of one of the OFAC Programs, (C) a senior non-U.S. political figure,
or any immediate family member or close associate of a senior non-U.S. political figure,1
(D) a non-U.S. shell bank, or (E) a bank of primary money laundering concern as defined in section 311 of the Patriot
Act. Such persons in clauses (A) through (E) are collectively referred to as “Prohibited Persons.” In addition,
if OP Unit Holder is a “financial institution” as such term is defined in the Bank Secrecy Act, the Patriot Act, or
the regulations promulgated thereunder, OP Unit Holder represents and warrants that OP Unit Holder has anti-money laundering and
customer identification policies and procedures in place that meet the requirements of sections 352 and 326 of the Patriot
Act.


 


(c)          OP
Unit Holder represents and warrants to the Operating Partnership that the amounts to be contributed by OP Unit Holder to the Operating
Partnership will not be derived from specified unlawful activities as defined by the Money Laundering Control Act of 1986, as amended,
or other activities that may contravene U.S. or non-U.S. federal, state, or local laws, statutes, or regulations, including anti-money
laundering and countering the financing of terrorism laws and regulations.


 


(d)          OP
Unit Holder represents and warrants to the Operating Partnership that it is not an “Unacceptable Investor” (as
defined in Section 19.7).


 


19.7       Transfers
- Unacceptable Investors. OP Unit Holder shall be bound by the restrictions on transfer of the OP Units set forth in the OP
Partnership Agreement. Additionally, no OP Unit Holder shall sell, transfer, assign or deliver any of the OP Units, directly or
indirectly, to any Unacceptable Investor. The term “Unacceptable Investor” means any person who is a:


 


(a)          Person
or entity who is a “designated national”, “specially designated national”, “specially designated
terrorist”, “specially designated global terrorist”, “foreign terrorist organization”, or “blocked
person” within the definitions set forth in the Foreign Assets Control Regulations of the U.S. Department of the Treasury,
31 C.F.R., Subtitle B, Chapter V, as amended;


 





 






		1	A “senior non-U.S. political figure” is defined as a
senior official in the executive, legislative, administrative, military, or judicial branches of a non-U.S. government (whether
elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation.
In addition, a “senior non-U.S. political figure” includes any corporation, business, or other entity that has been
formed by, or for the benefit of, a senior non-U.S. political figure.



 




    	 	36	 



     


    

  


(b)          Person
acting on behalf of, or an entity owned or controlled by, any government against whom the United States maintains economic sanctions
or embargoes under the Regulations of the U.S. Department of the Treasury, 31 C.F.R., Subtitle B, Chapter V, as
amended, including, but not limited to, the “Government of Sudan”, the “Government of Syria”, the “Government
of Iran”, the “Government of Burma (Myanmar)”, and the “Government of Cuba”; or


 


(c)          Person
or entity subject to additional restrictions imposed by the following statutes or Regulations and Executive Orders issued thereunder:
the Trading with the Enemy Act, 50 U.S.C. app. §§1 et seq., the Iraq Sanctions Act, Pub. L. 101 513, Title V, §§
586 to 586J, 104 Stat. 2047, the National Emergencies Act, 50 U.S.C. §§ 1601 et seq., the Antiterrorism and Effective
Death Penalty Act of 1996, Pub. L. 104 132, 110 Stat. 1214 1319, the International Emergency Economic Powers Act, 50 U.S.C. §§
1701 et seq., the United Nations Participation Act, 22 U.S.C. § 287c, the International Security and Development Cooperation
Act, 22 U.S.C. § 2349aa-9, the Nuclear Proliferation Prevention Act of 1994, Pub. L. 103 236, 108 Stat. 507, the Foreign Narcotics
Kingpin Designation Act, 21 U.S.C. §§ 1901 et seq., the Darfur Peace and Accountability Act of 2006, Pub. L. 109 344,
the Iran Sanctions Act of 1996, Pub. L. 104 172, 110 Stat. 1541, as amended by the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010, Pub. L. 111 195, the Cuban Democracy Act, 22 U.S.C. §§ 6001 et seq., the Cuban Liberty and
Democratic Solidarity Act, 22 U.S.C. §§ 6021-91, and the Foreign Operations, Export Financing and Related Programs Appropriations
Act, 1997, Pub. L. 104 208, 110 Stat. 3009 172, the Block Burmese JADE (Junta’s Anti-Democratic Efforts) Act of 2008, Pub.
L. 110-286, the Iran Threat Reduction And Syrian Human Rights Act of 2012, and the National Defense Authorization Act of 2012 or
any other law of similar import as to any non-U.S. country, as each such Act or law has been or may be amended, adjusted, modified,
or reviewed from time to time.


 


19.8       FATCA
and Other Tax Provisions. 


 


(a)          OP
Unit Holder covenants and agrees to provide promptly, and update periodically, at any times requested by GMR REIT, all information,
documentation, certifications and forms (including, without limitation, any tax forms), and verifications thereof that GMR REIT
deems necessary to comply with (x) any requirement imposed by Sections 1471 through 1474 of the Code, and any Regulations, forms,
instructions or other guidance issued pursuant thereto (commonly referred to as “FATCA”), any similar legislation,
regulations or guidance enacted or promulgated by any jurisdiction or international organization which seeks to implement similar
tax reporting and/or withholding tax regimes, (y) any intergovernmental agreement between any jurisdictions concerning the collection
and sharing of information, and (z) any current or future legislation, regulations or guidance promulgated by or between any jurisdictions
or international organizations (including, without limitation, the OECD) giving rise to or effect to any item described in clause
(x) or (y) (collectively, all of the authorities described in clauses (x), (y) and (z) are referred to herein as “Tax
Information Reporting Regimes”), including but not limited to information, documentation, certifications and forms (and
verifications thereof) as GMR REIT deems necessary:


 




    	 	37	 



     


    

  


(1)          to
determine the residence, citizenship, country of domicile, incorporation or organization, and any tax status ascribed to OP Unit
Holder and its beneficial owners pursuant to Tax Information Reporting Regimes (including, without limitation, the most current
applicable version of IRS Form W-8 or W-9, and any other “self-certification” documentation GMR REIT deems necessary);


 


(2)          to
determine whether withholding of tax is required with respect to amounts payable or attributable to OP Unit Holder pursuant to
any Tax Information Reporting Regime (including, without limitation, FATCA);


 


(3)          to
satisfy reporting obligations imposed by any Tax Information Reporting Regime (including, without limitation, FATCA), for the Operating
Partnership to enter into any agreement required pursuant to any Tax Information Reporting Regime (including, without limitation,
FATCA); or


 


(4)          to
comply with the terms of such an agreement on an annual or more frequent basis.


 


All of the information, documentation, certifications
and forms (and verifications thereof) described in this Section 19.8, collectively with the tax forms and any other
tax-related information collected pursuant to this Agreement or the OP Partnership Agreement, is referred to herein as “Tax
Information”.


 


(b)          OP
Unit Holder covenants and agrees to waive any provision of applicable law that would, absent a waiver, prevent it from satisfying
any of its reporting or withholding obligations under any Tax Information Reporting Regime.


 


(c)          OP
Unit Holder acknowledges that if it fails to supply any Tax Information required pursuant hereto on a timely basis, the Operating
Partnership may be subject to withholding taxes pursuant to Tax Information Reporting Regimes (including FATCA). OP Unit Holder
hereby agrees to indemnify and hold harmless the Operating Partnership and its partners or other owners against any such withholding
taxes or any other penalties that may arise as a result of action or inaction by OP Unit Holder not being in compliance with this
Agreement or the Investor Questionnaire in connection with any Tax Information Reporting Regime. OP Unit Holder further acknowledges
that its failure to comply with any requirement pursuant to this Section 19.8 may result in the Operating Partnership
being unable to enter into or comply with an agreement required pursuant to a Tax Information Reporting Regime, or may cause the
termination of such an agreement. Accordingly, GMR REIT shall have the right, without limitation, to cause a transfer of OP Unit
Holder’s interest to one or more other electing Partners on a pro rata basis, to GMR REIT or any of its Affiliates, or to
a third party designated by or acceptable to GMR REIT (as determined by GMR REIT in its sole discretion) that have agreed to purchase
such interest for the maximum consideration that may be obtained for such interest, or take any other steps as GMR REIT determines
in its sole discretion are necessary or appropriate to mitigate the consequences of OP Unit Holder’s failure to comply with
this Section 19.8 on the Operating Partnership and the other Partners.


 


(d)          OP
Unit Holder shall promptly notify GMR REIT in writing if any governmental body terminates any agreement entered into with OP Unit
Holder pursuant to FATCA or any Tax Information Reporting Regime.


 




    	 	38	 



     


    

  


(e)          OP
Unit Holder acknowledges that any Tax Information requested or compiled by GMR REIT, the Operating Partnership or their agents
pursuant to this Agreement or any Tax Information Reporting Regime, may be disclosed to (1) the IRS and U.S. Department of
Treasury when the provision of Tax Information is required by the IRS and U.S. Department of Treasury, (2) any other governmental
body which collects information pursuant to an applicable Tax Information Reporting Regime when the provision of Tax Information
is required by any such other governmental body, and (3) any withholding agent to avoid the application of any withholding
tax on any payments to the Operating Partnership.


 


(f)           OP
Unit Holder further consents to the disclosure of Tax Information concerning OP Unit Holder and its owners to, and the collection,
access, processing and storage of Tax Information concerning OP Unit Holder and its owners by, affiliates and agents of the Operating
Partnership and GMR REIT, and other service providers to any of them, in any jurisdiction, including in the United States and in
countries outside the European Economic Area, for the purposes of (1) providing services related to any Tax Information Reporting
Regime, and (2) assisting any of them with compliance with any Tax Information Reporting Regime, including the disclosure
by such parties of Tax Information to applicable governmental authorities or international organizations.


 


OP Unit Holder acknowledges that Tax Information
can become subject to the legal systems and laws in force in each state or country (1) where it is held, received or stored,
(2) from where it is accessed in connection with providing services related to any Tax Information Reporting Regime or other
services, or (3) through which it passes, and such jurisdictions may not have the same data protection laws as the country
in which OP Unit Holder is domiciled.


 


19.9       Survival.
The provisions set forth in this Section 19 shall expressly survive the Closing.


 


[Signature Pages Follow]


 




    	 	39	 



     


    

 


Signature Page to


Contribution and Sale Agreement


 


IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement by their duly authorized representatives as of the date first above written.


 


	SELLER:	BELPRE I, LLC,
	 	a West Virginia limited liability company
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	a West Virginia limited liability company,
	 	 	its Sole Member


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-1	 



     


    

 


Signature Page to


Contribution and Sale Agreement


 


	 	BELPRE II, LLC,
	 	a West Virginia limited liability company
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	a West Virginia limited liability company,
	 	 	its Sole Member


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-2	 



     


    

  


Signature Page to


Contribution and Sale Agreement


 


	 	BELPRE III, LLC,
	 	a West Virginia limited liability company
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	a West Virginia limited liability company,
	 	 	its Sole Member


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-3	 



     


    

  


Signature Page to


Contribution and Sale Agreement


 


	 	BELPRE IV, LLC,
	 	a West Virginia limited liability company
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	a West Virginia limited liability company,
	 	 	its Sole Member


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-4	 



     


    

  


Signature Page to


Contribution and Sale Agreement


 


	 	MINNITE FAMILY, LLC,
	 	a West Virginia limited liability company


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-5	 



     


    

  


Signature Page to


Contribution and Sale Agreement


 


	BUYER:	GMR BELPRE, LLC,
	 	a Delaware limited liability company


 


	 	By:	Global Medical REIT L.P.,
	 	 	a Delaware limited partnership,
	 	 	its Sole Member


 


	 	By:	Global Medical REIT GP LLC,
	 	 	a Delaware limited liability company,
	 	 	its General Partner


 


	 	By:	Global Medical REIT Inc.,
	 	 	a Maryland corporation,
	 	 	its sole Member


 


	 	By:	/s/ Robert J. Kiernan
	 	 	Name: Robert J. Kiernan
	 	 	Title: Chief Financial Officer



 




    	 	S-6	 



     


    

  


Signature Page to


Contribution and Sale Agreement


 


	OP UNIT HOLDER:	MINNITE FAMILY, LLC,
	 	a West Virginia limited liability company


 


	 	By:  	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Karmyn M. Conley
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 




    	 	S-7	 



     


    

  


CONSENT OF ESCROW AGENT


 


The undersigned Escrow
Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Agent under said Agreement and (iii) be bound by said
Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations,
liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has
been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned
in writing.


 


	DATED:	March 6, 2018	 	FIRST AMERICAN TITLE INSURANCE COMPANY


 


	 	By:	/s/ Brian M. Serikaku






	 	Name:	Brian M. Serikaku





	 	Its:	Escrow Officer 


 




    	 	S-8	 



     


    

 


DOCUMENT RECEIPT


 


I (we) have received and
have had the opportunity to read, prior to the execution of this Document Receipt, the documents, exhibits, addenda and disclosures
listed below, and I (we) agree to have read and approved, and to be bound by, all the terms and provisions with respect to GMR
REIT as set forth therein. Buyer may deliver additional exhibits, addenda or disclosures to OP Unit Holder in connection with the
sale of the Property, the receipt of which shall be acknowledged in writing by Buyer and thereafter shall be incorporated into
the terms of this Agreement.


 


		1.	GMR REIT’s Annual Report on Form 10-K for the year
ended December 31, 2017 as filed with the SEC on March __, 2018.



 


		2.	GMR REIT’S Current Report on Form 8-K as filed with
the SEC on March __, 2018.



 


		3.	Agreement of Limited Partnership of Global Medical REIT
L.P., dated as of March 14, 2016 as amended by the First Amendment to the Agreement of Limited Partnership of Global Medical REIT
L.P. dated as of September 15, 2017.



 


	OP UNIT HOLDER:	MINNITE FAMILY, LLC,
	 	a West Virginia limited liability company


 


	 	By:	 
	 	 	Pat Minnite, Jr.
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	Karmyn M. Conley
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	Pat Minnite, III
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	Jason R. Minnite
	 	 	Its:  Manager


 


Date: ___________________


 




    	 	1	 



     


    

 


List of Exhibits


 


	Exhibit “A”	Description of Land
	 	 
	Exhibit “B”	List of Leases
	 	 
	Exhibit “C”	List of Contracts Required to be Assumed
	 	 
	Exhibit “C-1”	List of Contracts that may be Assumed in Buyer’s Discretion
	 	 
	Exhibit “D”	[Reserved]
	 	 
	Exhibit “E”	Form of Deed
	 	 
	Exhibit “F”	Form of Bill of Sale
	 	 
	Exhibit “G”	Form of Assignment and Assumption of Leases, Contracts and Security Deposits
	 	 
	Exhibit “H”	Form of Assignment of Intangible Property
	 	 
	Exhibit “I”	Form of Non-Foreign Affidavit
	 	 
	Exhibit “J”	Form of Certificate of Representations and Warranties
	 	 
	Exhibit “K”	Property Information
	 	 
	Exhibit “L”	Tenant Estoppel Certificate
	 	 
	Exhibit “M”	Form of Tax Protection Agreement
	 	 
	Exhibit “N”	Tenant Notice
	 	 
	Exhibit “O”	Form of Right of First Offer
	 	 
	Exhibit “P”	Investor Questionnaire
	 	 
	Exhibit “Q”	OP Partnership Agreement
	 	 
	Exhibit “R”	Form of Belpre I Easement Agreement
	 	 
	Exhibit “S”	Form of Belpre IV Easement Agreement
	 	 
	Schedule 1	Allocation of Purchase Price
	 	 
	Schedule 4.30	Names, Addresses and Percentage Interests of OP Unit Holders


 




    	 	List of Exhibits	 



     


    

 


Exhibit “A”


 


Description of the Land


 


[See attached]


 




    	 	Exhibit “A” – Page 1
	 



     


    

  


BELPRE I PARCEL


 


Situate, lying and being in the City of Belpre,
County of Washington, State of Ohio, being part of 38.36 acres Lots (28), (29), and (30) in Range 10, Town 2, Section 2, more particularly
bounded and described as follows:


 


BEGINNING at a point in the southerly
right of way line of Ohio Route No. 7, where a concrete marker (found) in the westerly line of 38.36 acre Lot No. 30 bears South
76 degrees 17 minutes 35 seconds West 249.54 feet, the northwesterly corner of the parent property (Official Record 493, page 1576);
thence with the southerly right of way line of said Ohio Route No. 7, North 76 degrees 17 minutes 35 seconds East 542.47 feet to
an iron rod (found), a corner of the parent property (Official Record 361, page 1385), passing an iron rod (found) at 492.50 feet,
the northerly common corner of the parent properties; thence with the interior of the parent property (Official Record 361, page
1385), South 14 degrees 53 minutes 55 seconds West 256.31 feet to an iron rod (found), a common corner of the parent properties;
thence, with the interior of the parent property (Official Record 493, page 1576) and the northerly right of way line of “50
Feet Wide Road” (access to Farson Street), South 76 degrees 17 minutes 35 seconds West 419.76 feet; thence continuing with
interior of the parent property (Official Record 493, page 1576), North 13 degrees 42 minutes 20 seconds West 225.02 feet to the
point of beginning, and containing 2.485 acres, more or less, and being (.129 acre from 08-30516.001 and .203 acre from 08-30516.000)
0.332 acre part of Lot (28), 1.797 acres part of Lot (29), and 0.356 acre part of Lot (30 ), and being more particularly described
on that certain plat of survey of Michael W. Pfalzgraf, P.S. and William W. Ambrose, P.S. dated February 10, 2011.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 507, at Page 405.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 2
	 



     


    

  


BELPRE II PARCEL


 


Situate, lying and being in the City of Belpre,
County of Washington, State of Ohio, being part of 38.86 acre Lot No. 30 in Range 10, Town 2, Section 2, more particularly bounded
and described as follows:


 


Beginning at a concrete marker (found)
in the westerly line of 38.86 acre Lot No. 30 in the southerly right of way line of Ohio Route No. 7, the northwesterly corner
of the parent property (Official Record 507, page 398); thence with the southerly right of way line of said Ohio Route No. 7, north
76 degrees 17 minutes 35 seconds east 249.54 feet to an iron rod (found), a corner of Belpre I, LLC (Official Record 507, page
405); thence, with the westerly line of said Belpre I, LLC, south 13 degrees 42 minutes 20 seconds east 225.02 feet to an iron
rod (found); thence, with the interior of the parent property and the right of way line of revised “50 feet wide road”
(access to Farson Street), two (2) courses: south 76 degrees 17 minutes 35 seconds west 60.00 feet to an iron rod (set), south
13 degrees 42 minutes 25 seconds east 50.00 feet to an iron rod (set); thence, continuing with the interior of the parent property
the northerly line of a 1.844 acres tract, south 81 degrees 52 minutes 22 seconds west 264.26 feet to an iron rod (set); thence,
with westerly line of said 38.86 acre Lot No. 30, north 02 degrees 42 minutes 45 seconds east 259.93 feet to the point of beginning,
and containing 1.683 acres, more or less, and being part of 38.86 acre lot No. 30, and being more particularly described on that
certain plat of survey of Michael W. Pfalzgraf, P.S. and William W. Ambrose, P.S. dated 10/08/12, recorded in the Office of the
Washington County, Ohio Engineer.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference:
Official Record Volume 538, at Page 1084.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 3
	 



     


    

  


BELPRE III PARCEL


 


Situate, lying and being in the City of Belpre,
County of Washington, State of Ohio, being part of 38.86 acre Lot No. 30 in Range 10, Town 2, Section 2, more particularly bounded
and described as follows:


 


Beginning at an iron rod (found)
in the westerly line of 38.86 acres Lot Number (30), being North 02 degrees 42 minutes 45 seconds East 369.20 feet from a concrete
monument (found) at the intersection of said 38.86 acres Lot Number (30) and the northerly right of way line of CSX Railroad; thence
with the southerly line of Belpre II, LLC (Official Record 538, Page 1084), North 81 degrees 52 minutes 22 seconds Ease 264.26
feet to an iron rod (found) at the southwesterly terminus of a 50 feet wide road (access to Farson Street – reference 1.167
acres roadway Official Record 574, Page 937); thence with the westerly right of way line of an extended 50 feet wide right of way
and the interior of the original parent property (Official Record 507, Page 398), South 02 degrees 42 minutes 45 seconds West 359.90
feet to an iron rod (set) passing an iron rod (set) the southwesterly terminus of said extended right of way at 104.17 feet; thence
continuing with the interior of said parent property, North 87 degrees 17 minutes 15 seconds West 259.54 feet to an iron rod (set)
in the westerly line of said 38.86 acres Lot Number (30); thence with the westerly line of said 38.86 acres Lot Number (30), North
02 degrees 42 minutes 45 seconds East 310.20 feet to the point of beginning and containing 1.996 acres more or less passing a concrete
monument at 144.00 feet and being 1.996 acres part of 38.86 acres Lot Number (30), based upon previous surveys by Darrell R. Boice,
P.S. and an actual field survey in February, 2010, December, 2010, October, 2012, December, 2012, June, 2013, September, 2014,
and June, 2015 by Michael W. Pfalzgraf, P.S. and William Ambrose, P.S.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 587, at Page 1694.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 4
	 



     


    

  


BELPRE IV PARCEL


 


FIRST TRACT:


 


Situate, lying and being in the City of Belpre,
County of Washington, State of Ohio, being part of 38.86 acres Lots Nos. (27), (28), and (29) in Range 10, Town 2, Section 2, more
particularly bounded and described as follows:


 


Commencing at a point, the intersection
of the center of Farson Street and the northerly right of way line of CSX (formerly Baltimore and Ohio Railroad 100 feet wide right
of way), thence with the center of said Farson Street North 04 degrees 06 minutes 05 seconds East 344.42 feet; thence with the
common line of City of Belpre (Farson Street, reference Official Record 540, Pages 1240 and 1244) North 87 degrees 05 minutes 23
seconds West 45.00 feet to an iron rod (found), the true point of beginning; thence with the common line of the parent property
(reference Official Record 507, Page 398) and 601 Plaza L.L.C. (reference Official Record 493, Page 1576) North 87 degrees 05 minutes
23 seconds West 816.04 feet to an iron rod (set), passing an iron rod (found) at the northwesterly corner of said 601 Plaza L.L.C.
at 789.48 feet; thence with the interior of the parent property North 02 degrees 38 minutes 07 seconds East 135.43 feet to an iron
rod (set) in the southerly line of a 50 feet wide road right of way (reference Official Record 538, Page 1096); thence with the
southerly line of said 50 feet wide road the following two (2) courses: North 76 degrees 17 minutes 35 seconds East 255.09 feet
to an iron rod (set), and South 87 degrees 11 minutes 28 seconds East 536.59 feet to an iron rod (set); thence with the City of
Belpre (Farson Street, reference Official Record 540, Page 1244) the following four (4) courses: South 04 degrees 06 minutes 05
seconds West 7.33 feet to an iron rod (set), South 85 degrees 53 minutes 55 seconds East 20.00 feet to an iron rod (found), 31.42
feet with a curve to the right a chord bearing of South 40 degrees 53 minutes 54 seconds East 28.29 feet, having a radius of 20.00
feet to an iron rod (found), and South 04 degrees 06 minutes 05 seconds West 181.21 feet to the true point of beginning, containing
3.709 acres, more or less, and being 1.383 acres part of Lot (27), 1.581 acres part of Lot (28), and 0.745 acre part of Lot (29),
and being more particularly described on that certain plat of survey of Michael W. Pfalzgraf, P.S. and William W. Ambrose, P.S.
dated 6/5/13, recorded in the Office of the Washington County, Ohio Engineer.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 548, at Page 2183.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 5
	 



     


    

  


There is excepted from the said First Tract
and not conveyed hereby that certain tract of 0.5128 acre, more or less, to be conveyed by Belpre IV, LLC to Minnite Family, LLC,
more particularly described as follows:


 


Situated in the City of Belpre, Belpre Township
(T2N, R10W), Washington County, State of Ohio and being part of Sections 2 and 38.36 acre Lots 28 and 29 and part of a parcel conveyed
to Belpre IV, LLC by deed recorded in OR Vol. 507, Page 398 of the Washington County Recorder’s records and being further
bounded and described as follows:


 


COMMENCING at a 5/8” iron pin
found at the intersection of westerly right-of-way line of Farson Street (width varies) and the north line of CSX Railroad (formerly
B&O Railroad); thence North 87° 44’ 06” West, a distance of 781.55 feet along the north line of CSX Railroad,
referenced by a 5/8” iron pin found North 25° 59’ 40” East, 0.29 feet; thence North 02° 14’ 04”
East, a distance of 345.72 feet to the south line of said Belpre IV, LLC parcel and a 5/8” rebar set with cap marked “CESO;”
thence North 87° 38’ 23” West, along the south line of said Belpre IV, LLC parcel, a distance of 26.50 feet to
the southwest corner thereof; thence North 02° 12’ 02” East, along the west line of said Belpre IV, LLC parcel,
a distance of 135.43 feet to the northwest corner thereof and a 5/8” iron pin found; thence North 75° 42’ 34”
East, along the northerly line of said Belpre IV, LLC parcel, a distance of 20.86 feet the true place of beginning and a 5/8”
rebar set with a cap market “CESO;” thence continue North 75° 42’ 34” East along said line, a distance
of 234.23 feet to a deflection therein and a 5/8” rebar set with cap marked “CESO;” thence South 87° 43’
30” East, continuing along the north line of said Belpre IV, LLC parcel, a distance of 53.50 feet to a 5/8” rebar set
with a cap marked “CESO;” thence South 02° 16’ 30” West, a distance of 74.50 feet to a drill hole set;
thence North 87° 38’ 23” West, a distance of 134.50 feet to a drill hole set; thence South 02° 16’ 30”
West, a distance of 64.00 feet to a drill hole set; thence North 87° 38’ 23” West, a distance of 143.42 feet to
a 5/8” rebar set with cap marked “CESO;” thence North 02° 12’ 02” East, a distance of 71.30 feet
to the true place of beginning and containing 0.5128 acres (0.3536 acres in Parcel #080030512003 and 0.1592 acres in Parcel #080030516005),
more or less and surveyed and described by Steven W. Clutter, PS-7655 for and on behalf of CESO, Inc. in June 2017.


 


Together with the perpetual, non-exclusive
easements and rights of way appurtenant thereto granted and conveyed by the aforesaid title reference deed.


 




    	 	Exhibit “A” – Page 6
	 



     


    

  


SECOND TRACT:


 


Situate in the City of Belpre, County of Washington,
State of Ohio, being part of 38.86 acres Lot (29) in Range 10, Town 2, Section 2, more particularly bounded and described as follows:


 


Commencing at a point, the intersection
of the center of Farson Street and the northerly right of way line of CSX (formerly Baltimore and Ohio Railroad, 100 feet wide
right of way), thence North 57 degrees 46 minutes 41 seconds West 980.00 feet to an iron rod (found) the northwesterly corner of
Belpre IV, LLC (Official Record 548, Page 2183) the true point of beginning; thence with the common line of the parent property
(Official Record 507, Page 398) and the westerly line of said Belpre IV, LLC, South 02 degrees 38 minutes 07 seconds West 165.43
feet to an iron rod (set) passing the southwesterly corner of said Belpre IV, LLC at 135.43 feet; thence with the interior of the
parent property the following two (2) courses: North 87 degrees 20 minutes 30 seconds West 125.35 feet to an iron rod (set), and
North 02 degrees 51 minutes 02 seconds East 128.77 feet to an iron rod (set) in the southerly line of 50 feet wide road (reference
Official Record 548, Page 2183 access to Farson Street); thence with the southerly line of said 50 feet wide road, North 76 degrees
17 minutes 35 seconds East 130.12 feet to the true point of beginning, and containing 0.422 acre, more or less, being 0.422 acre
part of 38.86 acres Lot (29), and being more particularly described on that certain plat of survey of Michael W. Pfalzgraf, P.S.
and William Ambrose, P.S. dated 9/22/14, recorded in the Office of the Washington County, Ohio Engineer.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 574, at Page 937.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 7
	 



     


    

  


THIRD TRACT:


 


Situate in the City of Belpre, Belpre Township
(T2N, R10W), Washington County, State of Ohio and being part of Sections 2 and 38.86 acre Lot 29 and part of a parcel conveyed
to 601 Plaza L.L.C. by deed recorded in OR Vol. 493, Page 1576 of the Washington County Recorder’s records and being further
bounded and described as follows:


 


COMMENCING at a 5/8” iron pin
found at the intersection of westerly right of way line of Farson Street (width varies) and the north line of CSX Railroad (formerly
B&O Railroad); thence North 87° 44’ 06” West, a distance of 781.55 feet along the north line of CSX Railroad
to the southwest corner of said 601 Plaza L.L.C. parcel, referenced by a 5/8” iron pin found North 25° 59’ 40”
East, 0.29 feet; thence North 02° 14’ 04” East, along the west line of said 601 Plaza L.L.C. parcel, a distance
of 30.22 feet to the true place of beginning and a 5/8” rebar set with cap marked “CESO;” thence continue North
02° 14’ 04” East along said line, a distance of 315.50 feet to the northwest corner thereof and a 5/8” rebar
set with a cap marked “CESO;” thence South 87° 38’ 23” East, along the north line of said 601 Plaza
L.L.C. parcel, a distance of 80.00 feet; thence South 02° 14’ 03” West, a distance of 315.50 feet to a 5/8”
rebar set with cap marked “CESO,” having passed through a 5/8” rebar set with cap marked “CESCO”
at 15.00 feet; thence North 87° 38’ 23” West, a distance of 80.00 feet to the true place of beginning and containing
0.5794 acres, more or less as surveyed and described by Steven W. Clutter, PS-7655 for and on behalf of CESO, Inc. in June 2017.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 622, at Page 1306.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 8
	 



     


    

 


 MINNITE FAMILY PARCEL


 


Situate, lying and being in the City of Belpre,
County of Washington, State of Ohio, being part of 38.36 acres Lots (27), (28), (29), and (30) in Range 10, Town 2, Section 2,
more particularly bounded and described as follows:


 


BEGINNING at an iron rod (found)
in the northerly right of way line of CSX (formerly Baltimore and Ohio Railroad, 100 feet wide right of way), said point at the
intersection of the center of Farson Street (60 feet wide right of way) and said northerly right of way line of said CSX bears
South 87 degrees 11 minutes 06 seconds East 826.55 feet; thence with the northerly right of way line of said CSX, North 87 degrees
11 minutes 06 seconds West 494.41 feet to a concrete monument (found); thence with the westerly line of 38.36 acre Lot No. 30,
North 02 degrees 42 minutes 45 seconds East 629.13 feet to a concrete monument (found) in the southerly right of way line of Ohio
Route No. 7 (controlled access right of way Deed Volume 340, Page 873), passing a concrete monument (found) at 203.00 feet; thence
with the southerly right of way line of said Ohio Route No. 7, North 76 degrees 17 minutes 35 seconds East 249.54 feet; thence
with the interior of the parent property (Official Record 493, Page 1576) the line of a 2.485 acres lot (Building Lot B) two (2)
courses; South 13 degrees 42 minutes 20 seconds East 225.02 feet, North 76 degrees 17 minutes 35 seconds East 419.76 feet to an
iron rod (found), the southwesterly corner of 601 Plaza L.L.C. (Official Record 361, Page 1385); thence with the southerly line
of said 601 Plaza L.L.C. South 87 degrees 11 minutes 28 seconds East 630.00 feet to a point in the center of said Farson Street,
where an iron rod (found) bears North 87 degrees 11 minutes 28 seconds West 130.00 feet; thence with the center of said Farson
Street, South 04 degrees 06 minutes 05 seconds West 259.53 feet to point where an iron rod (found) bears North 87 degrees 05 minutes
23 seconds West 30.00 feet; thence with the interior of the parent property two (2) courses: North 87 degrees 05 minutes 23 seconds
West 834.48 feet to an iron rod (found), South 02 degrees 46 minutes 57 seconds West 345.72 feet to the point of beginning and
containing 11.598 acres, more or less, and being 1.993 acres part of Lot (27), 1.964 acres part of Lot (28), 2.820 acres part of
Lot (29), and 4.821 acres part of Lot (30), and being more particularly described on that certain plat of survey of Michael W.
Pfalzgraf, P.S. and William W. Ambrose, P.S. dated February 10, 2011.


 


Together with the perpetual, non-exclusive
easements and rights of way granted and conveyed by the Prior Instrument referenced below.


 


Prior Instrument Reference: Official
Record Volume 507, at Page 398.


 


Subject to all rights of way, reservations,
restrictive and protective covenants, utility easements, oil and gas and mineral leases and Road Maintenance Agreement and Supplemental
Road Maintenance Agreements of record in the chain of title in the Recorder’s Office of Washington County, Ohio.


 




    	 	Exhibit “A” – Page 9
	 



     


    

  


There is excepted from the above
described property and not conveyed hereby the following lots, tracts, or parcels of real estate:


 


1)        That
certain tract of 1.683 acres, more or less, conveyed by Minnite Family, LLC, a West Virginia limited liability company, to Belpre
II, LLC, a West Virginia limited liability company, by deed dated January 10, 2013, recorded in the Washington County, Ohio Recorder’s
Office in OR Volume 538, at Page 1084.


 


2)        That
certain tract of 1.996 acres, more or less, conveyed by Minnite Family, LLC, a West Virginia limited liability company, to Belpre
III, LLC, a West Virginia limited liability company, by correction deed dated July 14, 2015, recorded in the Washington County,
Ohio Recorder’s Office in OR Volume 587, at Page 1694.


 


3)        That
certain tract of 3.709 acres, more or less, conveyed by Minnite Family, LLC, a West Virginia limited liability company, to Belpre
IV, LLC, a West Virginia limited liability company, by deed dated July 3, 2013, recorded in the Washington County, Ohio Recorder’s
Office in OR Volume 548, at Page 2183.


 


4)        That
certain tract of 0.422 acre, more or less, conveyed by Minnite Family, LLC, a West Virginia limited liability company, to Belpre
IV, LLC, a West Virginia limited liability company, by deed dated November 26, 2014, recorded in the Washington County, Ohio Recorder’s
Office in OR Volume 574, at Page 937.


 


5)        That
certain tract of 0.323 acre, more or less, conveyed by Minnite Family, LLC, a West Virginia limited liability company, to The City
of Belpre, by deed dated January 8, 2013, recorded in the Washington County Ohio Recorder’s Office in OR Volume 540, at Page
1244.


 




    	 	Exhibit “A” – Page 10
	 



     


    

 


Exhibit “B”


 


List of Leases


 


		1.	Lease for the Belpre I Parcel dated December 27, 2010,
by and between 601 Plaza L.L.C., a West Virginia limited liability company, as landlord and Marietta Memorial Hospital, an Ohio
non profit corporation (“Marietta Hospital”) as tenant, as amended by that certain Amendment and Addendum to
Lease dated August 23, 2011, by and between Belpre I, LLC, a West Virginia limited liability company, as landlord and Marietta
Hospital as tenant and as further amended by that certain Lease Extension effective December 1, 2017.



 


		2.	Lease for the Belpre II Parcel dated October 9, 2012, by
and between Belpre I, LLC, a West Virginia limited liability company, as landlord and Marietta Hospital as tenant, as amended
by that certain Addendum to Lease Agreement dated December 19, 2012, by and between Belpre II, LLC, a West Virginia limited liability
company, as landlord and Marietta Hospital as tenant.



 


		3.	Lease for the Belpre III Parcel dated March 16, 2015, by
and between Belpre III, LLC, a West Virginia limited liability company, as landlord and Marietta Hospital as tenant.



 


		4.	Lease for the Belpre IV Parcel entered into on June 11,
2013, by and between Belpre IV, LLC, a West Virginia limited liability company, as landlord and Marietta Hospital as tenant as
amended by that certain Amended Lease dated April 14, 2016, by and between Belpre IV, LLC, a West Virginia limited liability company,
as landlord and Marietta Hospital as tenant and as further amended by that certain Second Lease Amendment dated effective November
1, 2017 by and between said parties.



 




    	 	Exhibit “B” – Page 1
	 



     


    

 


Exhibit “C”


 


List of Contracts Required to be Assumed


 


		1.	Land Developer’s Agreement for Storm Sewer Project
in the City of Belpre, Ohio by and between the City of Belpre, Ohio and 601 Plaza L.L.C., dated January 28, 2011.



 


		2.	Land Developer’s Agreement for Water and Sanitary
Sewer Mains and Related Items Project in the City of Belpre, Ohio, by and between the City of Belpre, Ohio and 601 Plaza L.L.C.,
dated February 3, 2011.



 


		3.	Road Maintenance Agreement, by and between Belpre I, LLC,
Minnite Family, LLC, and 601 Plaza L.L.C., dated March 3, 2011, recorded in the Office of the Washington County, Ohio Recorded
in OR Volume 507, at Page 414.



 


		4.	Supplemental Road Maintenance Agreement, by and between
Belpre I, LLC, Minnite Family, LLC, 601 Plaza L.L.C., Belpre II, LLC and Belpre III, LLC, dated January 10, 2013, recorded in
said Recorder’s Office in OR Volume 538, at Page 1096.



 


		5.	Second Supplemental Road Maintenance Agreement by and between
Belpre I, LLC, Minnite Family, LLC, 601 Plaza L.L.C., Belpre II, LLC, Belpre III, LLC and Belpre IV, LLC, dated July 3, 2013,
recorded in said Recorder’s Office in OR Volume 548, at Page 2190.



 


		6.	Third Supplemental Road Maintenance Agreement by and between
Belpre I, LLC, Minnite Family, LLC, 601 Plaza L.L.C., Belpre II, LLC, Belpre III, LLC and Belpre IV, LLC, dated August 6, 2015,
recorded in said Recorder’s Office in OR Volume 587, at Page 1712.



 


		7.	Belpre I Easement Agreement



 


		8.	Belpre IV Easement Agreement



 




    	 	Exhibit “C” – Page 1
	 



     


    

 


Exhibit “C-1”


 


List of Contracts that may be Assumed in
Buyer’s Discretion


 


None.


 




    	 	Exhibit “C-1” – Page 1
	 



     


    

 


Exhibit “D”


 


[Reserved]


 




    	 	Exhibit “D” – Page 1
	 



     


    

 


Exhibit “E”


 


Form of Deed


 


LIMITED WARRANTY DEED


 


KNOW ALL MEN BY THESE PRESENTS,
THAT __________________________, a(n) _____________________________ [or ____________________ and _________________________ (insert
marital status)] (“Grantor”), for valuable consideration paid, grants, with limited warranty covenants, to _______________________________________,
a(n) _____________________ limited liability company, whose tax mailing address is __________________________________, the
real property situated in the City of _______________________, County of ___________________, and State of Ohio, and more particularly
described on Exhibit A attached hereto and made a part hereof (“Real Property”).


 


Permanent Parcel No.:


 


Property Address:


 


The Real Property is being
conveyed free and clear of all liens, encumbrances and exceptions whatsoever, except real estate taxes, both general and special,
which are a lien but not yet due and payable, liens, easements, rights of way, covenants, conditions and restrictions of record
and zoning ordinances.


 


[And for valuable consideration,
______________________, [husband/wife] of _____________________, releases all rights of dower therein.] – Include if a Grantor
is married


 


Prior Instrument Reference:
Volume ___, Page ___ or Instrument No. _____________________ of _______________ County Records.


 




    	 	Exhibit “E” – Page 1
	 



     


    

  


EXECUTED this ______ day
of _________, 201_.


 


	 	________________________________, a(n) _____________________________


 


	 	By:	 





	 	Name:	 





	 	Title:	 


 


	 	or
	 	 
	 	 
	 	 
	 	 


 




    	 	Exhibit “E” – Page 2
	 



     


    

  


	STATE OF _____________	)	 
	 	)	SS:
	COUNTY OF ___________	)	 


 


The foregoing instrument
was acknowledged before me this _____ day of ____________, 201_, by ____________________________________, as ______________________________
of ________________________________, a(n) ____________________________, on behalf of said ____________________________.


 


	 	 





	 	Notary Public





	 	Print Name:	 





	 	My Commission Expires:	 


 


or


 


	STATE OF _____________	)	 
	 	)	SS:
	COUNTY OF ___________	)	 


 


The foregoing instrument
was acknowledged before me this _____ day of _________, 201__, by ____________________________________.


 


	 	 





	 	Notary Public





	 	Print Name:	 





	 	My Commission Expires:	 


 


This instrument prepared by:


 


	 	 
	 	 
	 	 
	 	 


 




    	 	Exhibit “E” – Page 3
	 



     


    

 


EXHIBIT A


 


Legal Description


 


(see attached)


 




    	 	Exhibit “E” – Page 4
	 



     


    

 


Exhibit “F”


 


Form of

BILL OF SALE


 


_______________________,
a ____________________ (“Seller”), for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, hereby grants, bargains, sells, transfers and delivers to GMR _________________, LLC a Delaware limited
liability company (“Buyer”), all of the fixtures, equipment, furniture, furnishings, appliances, supplies and
other personal property of every nature and description attached or pertaining to, or otherwise used in connection with the real
property described on Exhibit A (the “Real Property”) attached hereto and located within the Real Property (collectively,
the “Personal Property”), but specifically excluding from the Personal Property any accounting software or related
items, all property leased by Seller or owned by tenants or others, if any, to have and to hold the Personal Property unto Buyer,
its successors and assigns, forever.


 


Seller grants, bargains,
sells, transfers and delivers the Personal Property in its “AS IS” condition, WITH ALL FAULTS, IF ANY, and makes
no representations or warranties, direct or indirect, oral or written, express or implied, as to title, encumbrances and liens,
merchantability, condition or fitness for a particular purpose or any other warranty of any kind, all of which representations
and warranties are expressly hereby disclaimed and denied.


 


Capitalized terms used
and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.


 


[Signatures appear on following page] 


 




    	 	Exhibit “F” – Page 1
	 



     


    

  


Signature Page to


Bill of Sale


 


	SELLER:	__________________________________,
	 	a ________________________________


 


	 	By:	 





	 	Name:	 





	 	Its:	 


 


	BUYER:	GMR ___________________, LLC,
	 	a Delaware limited liability company


 


	 	By:	 





	 	Name:	 





	 	Its:	 


 


ATTACH:


 


Exhibit A – Real Property Description


 




    	 	Exhibit “F” – Page 2
	 



     


    

 


Exhibit “G”


 


Form of

ASSIGNMENT AND ASSUMPTION OF LEASES, CONTRACTS AND SECURITY DEPOSITS


 


	DATE:	____________________, 20__


 


	ASSIGNOR:	_____________________, a ____________________


 


	ASSIGNEE:	GMR _______________, LLC, a Delaware limited liability company


 


RECITALS:


 


WHEREAS, Assignor and Assignee
have entered into that certain Contribution and Sale Agreement dated as of _________________ __, 20__ (the “Purchase Agreement”),
wherein Assignor agreed to sell and Assignee agreed to buy certain real property described in Exhibit A attached hereto and the
improvements located thereon (the “Property”); and


 


WHEREAS, Assignee desires
to assume and Assignor desires to assign to Assignee all of Assignor’s interest (i) as landlord, under the leases described
in Exhibit B attached hereto and incorporated herein pertaining to the Property, including any security deposits, letters of credit,
advance rentals, or like payments held by Assignor in connection with the Leases, and all guaranties of such leases (collectively,
the “Leases”), and (ii) as owner, under the service contracts (the “Contracts”) described
in Exhibit C attached hereto and incorporated herein pertaining to the Property.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:


 


1.           Assignment.
Assignor conveys and assigns to Assignee all of Assignor’s right, title and interest in and to the Leases and the Contracts,
together with the right to receive any and all sums and proceeds arising out of said Leases and Contracts, from and after the date
of conveyance of the Property by Assignor to Assignee (the “Conveyance Date”).


 


2.           Assumption.
Assignee assumes and agrees to be bound by all of Assignor’s liabilities and obligations pursuant to the Leases and the Contracts,
if any, and agrees to perform and observe all of the covenants and conditions contained in the Leases and the Contracts, from and
after the Conveyance Date.


 


3.           Indemnification.
Assignee covenants and agrees to indemnify and hold harmless Assignor for, from and against any actions, suits, proceedings or
claims, and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection therewith,
arising out of any breach of any of the Leases or the Contracts by Assignee to the extent occurring from and after the Conveyance
Date. Assignor covenants and agrees to indemnify and hold harmless Assignee for, from and against any actions, suits, proceedings
or claims, and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection
therewith, arising out of any breach of any of the Leases or the Contracts by Assignor to the extent occurring prior to the Conveyance
Date.


 




    	 	Exhibit “G” – Page 1
	 



     


    

  


4.           Binding
Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors
and assigns.


 


5.           Construction;
Definitions. This Assignment shall be construed according to ________________ law, without regard to its conflicts of laws
principles. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase
Agreement.


 


6.           Counterparts.
This Assignment may be executed in counterparts, which taken together shall constitute one original instrument.


 


DATED as of the day and
year first above written.


 


[Signatures Appear on Following Page]


 




    	 	Exhibit “G” – Page 2
	 



     


    

  


Signature Page to


Assignment and Assumption of Leases,


Contracts and Security Deposits


 


	SELLER:	__________________________________,
	 	a ________________________________


  


	 	By:	 





	 	Name:	 





	 	Its:	 


 


	BUYER:	GMR ___________________, LLC,
	 	a Delaware limited liability company


 


	 	By:	 





	 	Name:	 





	 	Its:	 


 


ATTACH:


 


Exhibit A - Property Description


Exhibit B - Leases


Exhibit C – Contracts


 




    	 	Exhibit “G” – Page 3
	 



     


    

 


	STATE OF ________________	)
	 	 
	 	)  SS.
	 	 
	COUNTY OF__________________	)


 


BEFORE ME, a Notary Public in and for said
County and State, personally appeared __________________________________________ who acknowledged that ____ did sign the foregoing
instrument, and that the same is _____ free act and deed individually.


 


IN WITNESS WHEREOF, I have hereunto set my
hand and official seal at ___________________________________, _________ this ____ day of ____________________, 20___.


 


_____________________________________


 


Notary Public


 


My commission expires: _________________


 


This instrument prepared by:


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 




    	 	Exhibit “G” – Page 4
	 



     


    

  


	STATE OF ________________	)
	 	 
	 	)  SS.
	 	 
	COUNTY OF__________________	)


 


BEFORE ME, a Notary Public in and for said
County and State, personally appeared __________________________________________ who acknowledged that ____ did sign the foregoing
instrument, and that the same is _____ free act and deed individually.


 


IN WITNESS WHEREOF, I have hereunto set my
hand and official seal at ___________________________________, _________ this ____ day of ____________________, 20___.


 


_____________________________________


 


Notary Public


 


My commission expires: _________________


 


This instrument prepared by:


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 




    	 	Exhibit “G” – Page 5
	 



     


    

 


Exhibit “H”


 


Form of


ASSIGNMENT OF INTANGIBLE PROPERTY


 


	DATE:	____________________, 20__


 


	ASSIGNOR:	_____________________, a ____________________


 


	ASSIGNEE:	GMR _______________, LLC, a Delaware limited liability company


 


RECITALS:


 


A.           Assignor
presently owns the real property described in Exhibit A to this Assignment and the improvements and personal property located thereon
(the “Property”).


 


B.           WHEREAS,
Assignor and Assignee have entered into that certain Contribution and Sale Agreement dated as of ______________, 20__ (the “Purchase
Agreement”), wherein Assignor agreed to sell and Assignee agreed to buy the Property;


 


C.           Assignor
desires to sell the Property to Assignee, and in connection therewith, Assignor desires to assign to Assignee and Assignee desires
to acquire Assignor’s interest, if any, in and to the following described rights, interests and property inuring to the benefit
of Assignor and relating to the Property.


 


FOR VALUABLE CONSIDERATION,
the receipt and adequacy of which are hereby acknowledged, Assignor agrees as follows:


 


1.           Assignment.
Assignor assigns, transfers, sets over, and conveys to Assignee, to the extent the same are assignable, all of Assignor’s
right, title, and interest, if any, in and to (i) any warranties and/or guaranties, express or implied, from contractors, builders,
manufacturers, and/or suppliers inuring to the benefit of Assignor and relating to the Property, (ii) any licenses, permits and
approvals relating to the Property, (iii) any service marks, logos and trade names, (iv) all plans, drawings and specifications
and (v) any development rights, except as excepted by said Purchase Agreement.


 


2.           Binding
Effect. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and
assigns.


 


3.           Construction;
Definitions. This Assignment shall be construed according to _______________ law, without regard to its conflicts of laws principles.
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.


 


DATED as of the day and
year first above written.


 




    	 	Exhibit “H” – Page 1
	 



     


    

  


	ASSIGNOR:	__________________________________,
	 	a ________________________________


 





	 	By:	 





	 	Name:	 





	 	Its:	 


  


	ASSIGNEE:	GMR ___________________, LLC,
	 	a Delaware limited liability company


 





	 	By:	 





	 	Name:	 





	 	Its:	 


 


ATTACH:


 


Exhibit A - Property Description


 




    	 	Exhibit “H” – Page 2
	 



     


    

 


Exhibit “I”


 


NON-FOREIGN AFFIDAVIT


 


Section 1445 of the Internal
Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.
To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by ____________________,
a _____________________ (“Seller”), the undersigned hereby certifies the following:


 


1.           Seller
is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined
in the Internal Revenue Code and Income Tax Regulations);


 


2.           Seller’s
U.S. taxpayer identification number is __________________; and


 


3.           Seller’s
address is ________________________________________________.


 


The undersigned understands
that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both. Under penalties of perjury, the undersigned declares that it has examined
this certification and to its knowledge and belief it is true, correct, and complete, and further declares that it has authority
to sign this document.


 


Date:   As
of ______________, 20__


 


	 	__________________________________,
	 	a ________________________________


 





	 	By:	 





	 	Name:	 





	 	Its:	 


  




    	 	Exhibit “I” – Page 1
	 



     


    

 


Exhibit “J”


 


Form of


CERTIFICATE OF REPRESENTATIONS AND WARRANTIES


 


[Letterhead of Party Giving Certificate (Seller
or Buyer)]


 


_______________________, 20__


 


[Name of Party Receiving Certificate (Seller or
Buyer)]


[Address of Party Receiving Certificate]

[City, State]


 


Ladies and Gentlemen:


 


The undersigned hereby
certifies that all of the representations and warranties made by it in Section ____ of the Contribution and Sale Agreement dated
as of __________________, 20__ (the “Purchase Agreement”) between the undersigned, as [insert Seller or Buyer],
and you, as [insert Seller or Buyer], are true and correct as of the date hereof in all material respects, except as follows: [insert
“none” or exceptions], which shall survive the date hereof for the period and subject to the limitations provided
in the Purchase Agreement, and thereafter shall be null and void. The undersigned further ratifies and confirms the continued applicability
of, and the understandings and agreements of the undersigned set forth in, such Section ____.


 


	 	Very truly yours,


 


	 	__________________________________,
	 	a ________________________________


 





	 	By:	 





	 	Name:	 





	 	Its:	 


  




    	 	Exhibit “J” – Page 1
	 



     


    

 


Exhibit “K”


 


PROPERTY INFORMATION


 


		1.	Existing Title Policy



 


		2.	Underlying Title Documents



 


		3.	Existing Survey, site plan



 


		4.	Current Rent Roll



 


		5.	Property Level Operating Statements, 2015-2017 and 2018
Year to Date



 


		6.	Current Year Budget



 


		7.	Broker’s Sale Package



 


		8.	General Ledger Report



 


		9.	CAM Reconciliation/CAM Budget:



 


		a)	Current Year CAM Estimates; and



 


		b)	Back up documentation to support CAM Reconciliation:



 


		1)	Operating Expense Recovery Schedule;



 


		2)	Schedule of Tenant Reimbursements (i.e. electricity sub-metered) previously billed; and



 


		3)	Tenant ledgers (to show what was actually billed).



 


		10.	Tenant Financial Reports, certified personal financial
statement of any lease guarantors



 


		11.	Tenant Contact List



 


		12.	Service Contracts



 


		13.	Utility Bills, list of all accounts with service providers,
past two years



 


		14.	Property Tax Bills (Current year and Previous 2 years),
special assessment info if any



 


		15.	Property Insurance -, both Tenant Certificates and Property
Casualty and Liability including loss run reports, and if applicable, Elevation Certification for Flood Insurance



 


		16.	Personal Property Inventory



 


		17.	Aged Receivables Report



 




    	 	Exhibit “K” – Page 1
	 



     


    

  


		18.	Existing Environmental Reports



 


		19.	Site/Floor/Building Plans (as-builts), CAD files if applicable,
details on initial building footage and expansion square footage



 


		20.	BOMA square footage calculations



 


		21.	Existing Seismic Report (if applicable)



 


		22.	Certificate of Occupancy (shell and all suites)



 


		23.	Property photos; interior and exterior, aerials



 


		24.	REA (Declarations) (if any)



 


		25.	Schedule of Litigation (if any)



 


		26.	Building Permits and Warranties (roof, mechanical, construction)



 


		27.	Zoning Compliance Letter, note violations, if any



 


		28.	Property Management Contract



 


		29.	Development Agreement (if any)



 


		30.	Association Documents, shared parking agreements, shared
services, if any, applicable budgets



 


		31.	Lease Abstracts, if available



 


		32.	Tenant Leases (including all amendments, exhibits and correspondence)



 


		33.	List of open base building and tenant improvement construction,
architectural or consultant agreements



 


SELLER TO PROVIDE BUYER WITH CURRENT FINANCIALS,
ALL ORIGINAL TENANT LEASES (INCLUDING ALL AMENDMENTS, EXHIBITS AND CORRESPONDENCE) WITHIN ONE (1) BUSINESS DAY FOLLOWING THE CLOSE
OF ESCROW.


 




    	 	Exhibit “K” – Page 2
	 



     


    

 


Exhibit “L”


 


Form of


TENANT ESTOPPEL CERTIFICATE


 


	From:	 	 
	 	 	 
	 	 	 
	 	(“Tenant”)	 
	 	 	 
	To:	 	 
	 	 	 
	 	 	 
	 	(“Buyer”)	 
	 	 	 
	 	 	 
	 	 	 
	 	(“Landlord”)	 
	 	 	 
	 	 	 
	 	 	 
	 	(“Buyer’s Lender”)	 
	 	 	 
	Lease:	Lease dated _____________, ______, between	 
	 	___________________________________________, a	 
	 	_____________________________________________,	 
	 	and ________________________________________, a	 
	 	_____________________________________________,	 
	 	as amended, modified or supplemented by __________	 
	 	________________________________ [list all amendments, addenda, letter agreements and the like]
    (as so amended, modified and supplemented, the “Lease”).	 


 


	Premises:	Suite(s) ______, consisting of a total of ______________ rentable square feet, (the “Premises”) located in the building known as __________________, having an address of ___________, _______, _______(the “Building”).


 


Tenant hereby certifies
to Landlord and Buyer as follows:


 


1.           Tenant
is the current Tenant under the Lease. The Lease is in full force and effect and is the only lease, agreement or understanding
between Landlord and Tenant affecting the Premises and any rights to parking. The Lease has not been modified, altered or amended,
except as follows: [commencement agreements, modifications, assignments or amendments to the Lease and all letter agreements or,
if none, state “None”.]


 




    	 	Exhibit “L” – Page 1
	 



     


    

  


2.           The
initial term of the Lease commenced on _________________, 20__, and the current term will expire on _________________________,
_____. The Tenant has an outstanding option to renew the Lease (which has not been waived or lapsed) for ________________________
(_____) additional __________________ following the expiration date of the current term. Tenant has accepted and is presently occupying
the Premises.


 


3.           The
base rent under the Lease is currently $______ per month. [Tenant’s current estimated operating expense rent is $_________
per month.] Tenant’s pro rata share of operating expenses for the Building is _____%. Tenant has fully paid all rent and
other sums payable under the Lease on or before the date of this Certificate and Tenant has not paid any rent more than one month
in advance.


 


4.           Tenant
is not in default under any of the provisions of the Lease, and no event has occurred and no circumstance exists which, with the
passage of time or the giving of notice by Landlord, or both, would constitute such a default.


 


5.           To
Tenant’s knowledge, Landlord is not in default under any of the provisions of the Lease, and no event has occurred and no
circumstance exists which, with the passage of time or the giving of notice by Tenant, or both, would constitute such a default.


 


6.           All
construction to be performed and the improvements to be installed by Landlord on the Premises as a condition to Tenant’s
acceptance of the Premises, if any, have been completed and fully accepted by Tenant and the last date of any such construction
or installation of improvements was [__________]. All amounts to be paid by Landlord to Tenant for work performed by Tenant pursuant
to any tenant improvement allowance have been paid in full. Any and all other leasing incentives, amounts which the Lease expressly
requires to be paid by Landlord to Tenant or amounts to be credited against Tenant rent due under the Lease for any reason (exclusive
of operating expense adjustments as may be applicable under the Lease) have been fully paid or credited as applicable, and no such
amounts remain outstanding or remain to be credited.


 


7.           All
construction to be performed and the improvements to be installed by Tenant on the Premises, if any, have been completed. All amounts
to be paid by Tenant for such construction and/or improvements have been paid in full.


 


8.           As
of the date of this Certificate, Tenant has no defenses, offsets or credits against the payment of rent and other sums due or to
become due under the Lease or against the performance of any other of Tenant’s obligations under the Lease.


 


9.           Tenant
has paid to Landlord a security deposit in the amount of $ ___________ [alternatively: Landlord is holding a letter of credit to
secure Tenant’s obligation under the Lease is the amount of $______________]. [The obligations of Tenant are guaranteed by
_________________, in accordance with the terms of the guaranty dated _____________.]


 


10.         Tenant
has not subleased, assigned, pledged, hypothecated, or otherwise encumbered all or any portion of its interest in the Lease.


 


11.         There
are no actions, voluntary or involuntary, pending against the Tenant under the bankruptcy laws of the United States or any state
thereof.


 




    	 	Exhibit “L” – Page 2
	 



     


    

  


12.         Tenant
understands that this Certificate is required in connection with Buyer’s acquisition of the Building, and Tenant agrees that
Landlord, Buyer, Buyer’s Lender and their respective assigns (including any parties providing financing for the Building)
will, and shall be entitled to, rely on the truth of this Certificate. Tenant agrees that such parties will, and shall be entitled
to, rely on the representations in this Certificate as being true and correct and continuing to be made, unless Tenant notifies
Landlord and Buyer of a change in this Certificate prior to the closing.


 


13.         The
party executing this document on behalf of Tenant represents that he/she has been authorized to do so on behalf of Tenant.


 


EXECUTED on this _____
day of __________________, 20__.


  


	 	TENANT


 


	 	__________________________________,
	 	a ________________________________


 








	 	By:	 





	 	Name:	 





	 	Its:	 


  




    	 	Exhibit “L” – Page 3
	 



     


    

 


Exhibit “M”


 


Form of Tax Protection Agreement


 


[See attached]


 




    	 	Exhibit “M” – Page 1
	 



     


    

  


TAX PROTECTION AGREEMENT


 


THIS TAX PROTECTION AGREEMENT
(this “Agreement”) is made and entered into as of ______________, 2018 by and among Global Medical REIT Inc.,
a Maryland corporation (the “REIT”), Global Medical REIT L.P., a Delaware limited partnership (the “Partnership”),
and each partner listed on the signature page to this Agreement (collectively, the “Protected Partners” and,
together with the REIT and the Partnership, the “Parties”).


 


WHEREAS, the Protected
Partners own, through their ownership in Minnite Family, LLC, a West Virginia limited liability company, Belpre I, LLC, a West
Virginia limited liability company, Belpre II, LLC, a West Virginia limited liability company, Belpre III, LLC, a West Virginia
limited liability company, and Belpre IV, LLC, a West Virginia limited liability company, (collectively, the “Existing
Owner”), fee title to the real property and improvements located at 807 Farson St., Belpre, Ohio 45714, 805 Farson St.,
Belpre, Ohio 45714, 803 Farson St., Belpre, Ohio 45714 and 799 Farson St., Belpre, Ohio 45714 (as further described in the Contribution
Agreement by and between Existing Owner and New Owner, collectively, the “Property”),


 


WHEREAS, pursuant to the
Contribution and Sale Agreement, dated as of [__________], 2018 (the “Contribution Agreement”), the Existing
Owner is contributing (the “Contribution”), as applicable, its right, title and interest in and to the Property
to GMR Belpre, LLC, a Delaware limited liability company (the “New Owner”) in exchange for common partnership
units of limited partnership interest in the Partnership (“Units”), which Units will be distributed to the Protected
Partners in liquidation of the Existing Owner.


 


WHEREAS, the New Owner
is an entity disregarded as separate from the Partnership for federal income tax purposes;


 


WHEREAS, it is intended
for federal income tax purposes that the Contribution for Units will be treated as a tax-deferred contribution of the Properties
to the Partnership for Units under Section 721 of the Code;


 


WHEREAS, in consideration
for the agreement of the Protected Partners to cause the Existing Owner to make the Contribution, the Parties desire to enter into
this Agreement regarding certain tax matters as set forth herein; and


 


WHEREAS, the REIT and the
Partnership desire to evidence their agreement regarding amounts that may be payable in the event of certain actions being taken
by the Partnership regarding the disposition of certain of the contributed Properties.


 


NOW, THEREFORE, in consideration
of the promises and the mutual representations, warranties, covenants and agreements contained herein and in the Contribution Agreements,
the Parties hereby agree as follows:


 




    	 	Exhibit “M” – Page 2
	 



     


    

  


ARTICLE 1


DEFINITIONS


 


To the extent not otherwise
defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined
below).


 


“Accounting Firm”
has the meaning set forth in the Section 3.2.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Cash Consideration”
has the meaning set forth in Section 2.1(a).


 


“Closing Date”
means the date on which the Contribution will be effective.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Contribution”
has the meaning set forth in the Recitals.


 


“Contribution
Agreement” has the meaning set forth in the Recitals.


 


“Existing Owner”
has the meaning set forth in the Recitals.


 


“Gain Limitation
Property” means (i) each of the Properties, as described in more detail on Schedule 2.1(b) hereto as a Gain Limitation
Property; (ii) any direct or indirect interest owned by the Partnership in any entity that owns an interest in a Gain Limitation
Property, if the disposition of that interest would result in the recognition of Protected Gain by a Protected Partner; and (iii)
any other property that the Partnership directly or indirectly receives that is in whole or in part a “substituted basis
property” as defined in Section 7701(a)(42) of the Code with respect to a Gain Limitation Property.


 


“Indirect Owner”
means, in the case of a Protected Partner that is an entity that is classified as a partnership, disregarded entity or subchapter
S corporation for federal income tax purposes, any person owning an equity interest in such Protected Partner, and in the case
of any Indirect Owner that itself is an entity that is classified as a partnership, disregarded entity or subchapter S corporation
for federal income tax purposes, any person owning an equity interest in such entity.


 


“New Owner”
has the meaning set forth in the Recitals.


 


“Notice Period”
means the period commencing on [_________], 2021, and ending at 12:01 AM on [_________], 2023, provided, however, that the Notice
Period shall terminate at such time as such Protected Partner has disposed of 80% or more of the Units received upon the Contribution
in one or more taxable transactions.


 


“Parties”
has the meaning set forth in the Preamble.


 


“Partnership”
has the meaning set forth in the Preamble.


 


“Partnership Agreement”
means the Agreement of Limited Partnership of the Partnership, dated as of March 14, 2016, as amended, and as the same may be further
amended in accordance with the terms thereof.


 




    	 	Exhibit “M” – Page 3
	 



     


    

  


“Partnership Interest
Consideration” has the meaning set forth in Section 2.1(a).


 


“Property”
has the meaning set forth in the Recitals.


 


“Protected Gain”
shall mean the gain that would be allocable to and recognized by a Protected Partner for federal income tax purposes under Section
704(c) of the Code in the event of the sale of a Gain Limitation Property in a fully taxable transaction. The initial amount of
Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold each Gain Limitation Property
in a fully taxable transaction on the Closing Date for consideration equal to the Section 704(c) Value of such Gain Limitation
Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner
upon a sale of a Gain Limitation Property that is “book gain” (for example, any gain attributable to appreciation in
the actual value of the Gain Limitation Property following the Closing Date or any gain resulting from reductions in the “book
value” of the Gain Limitation Property following the Closing Date) shall not be considered Protected Gain. As used in this
definition, “book gain” is any gain that would not be required under Section 704(c) of the Code and the applicable
regulations to be specially allocated to the Protected Partners for federal income tax purposes.


 


“Protected Partner”
means those persons, as set forth as Protected Partners on Schedule 2.1(a), and any person who (i) acquires Units from a
Protected Partner in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s
adjusted basis for federal income tax purposes is determined in whole or in part by reference to the adjusted basis of the Protected
Partner in such Units, (ii) has notified the Partnership of its status as a Protected Partner and (iii) provides all documentation
reasonably requested by the Partnership to verify such status, but excludes any person that ceases to be a Protected Partner pursuant
to this Agreement.


 


“Section 704(c)
Value” means the fair market value of any Gain Limitation Property as of the Closing Date, as determined by the Partnership
and as set forth next to each Gain Limitation Property on Schedule 2.1(c) hereto. Notwithstanding the preceding sentence,
with respect to each Gain Limitation Property, the Section 704(c) Value shall not exceed the “Maximum Agreed Value”
set forth next to each Gain Limitation Property on Schedule 2.1(c) hereto.


 


“Subsidiary”
means any entity in which the Partnership owns a direct or indirect interest that owns a Gain Limitation Property on the Closing
Date or that thereafter is a successor to the Partnership’s direct or indirect interests in a Gain Limitation Property.


 


“Tax Protection
Period” means the period commencing on the Closing Date and ending at 12:01 AM on November 10, 2021, provided, however,
that with respect to a Protected Partner, the Tax Protection Period shall terminate at such time as such Protected Partner has
disposed of eighty percent (80%) or more of the Units received upon the Contribution in one or more taxable transactions.


 


“Units”
has the meaning set forth in the Recitals.


 




    	 	Exhibit “M” – Page 4
	 



     


    

  


ARTICLE 2


RESTRICTIONS ON DISPOSITIONS OF


GAIN LIMITATION PROPERTIES


 


2.1          Restrictions
on Disposition of Gain Limitation Properties.


 


(a)          The
Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly
sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property or any interest therein, without regard to whether
such disposition is voluntary or involuntary, in a transaction that would cause any Protected Partner to recognize any Protected
Gain.


 


Without limiting the foregoing,
the term “sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property” shall be deemed to include,
and the prohibition shall extend to:


 


		(i)	any direct or indirect disposition by any direct or indirect
Subsidiary of any Gain Limitation Property or any interest therein;



 


		(ii)	any direct or indirect disposition by the Partnership of
any Gain Limitation Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code
and the Treasury Regulations thereunder; and



 


		(ii)	any distribution by the Partnership to a Protected Partner
that is subject to Section 737 of the Code and the Treasury Regulations thereunder.



 


Without limiting the foregoing,
a disposition shall include any transfer, voluntary or involuntary, by the Partnership or any Subsidiary in a foreclosure proceeding,
pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.


 


Notwithstanding the foregoing,
this Section 2.1 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a
merger or consolidation of the Partnership pursuant to which (1) the Protected Partner is offered as consideration for the Units
either cash or property treated as cash pursuant to Section 731 of the Code (“Cash Consideration”) or partnership
interests and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes
by the Protected Partner (“Partnership Interest Consideration”); (2) the Protected Partner has the right to
elect to receive solely Partnership Interest Consideration in exchange for his Units, and the continuing partnership has agreed
in writing to assume the obligations of the Partnership under this Agreement; (3) no Protected Gain is recognized by the Partnership
as a result of any partner of the Partnership receiving Cash Consideration; and (4) the Protected Partner elects or is deemed to
elect to receive solely Cash Consideration.


 




    	 	Exhibit “M” – Page 5
	 



     


    

  


(b)          Notwithstanding
the restriction set forth in this Section 2.1, the Partnership and any Subsidiary may dispose of any Gain Limitation Property
(or any interest therein) if such disposition qualifies as a “like-kind exchange” under Section 1031 of the Code, or
an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of
property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger
or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for
federal income tax purposes that, as to each of the foregoing, does not result in the recognition of any taxable income or gain
to any Protected Partner with respect to any of the Units; provided, however, that in the case of a “like-kind exchange”
under Section 1031 of the Code, if such exchange is with a “related party” within the meaning of Section 1031(f)(3)
of the Code, any direct or indirect disposition by such related party of the Gain Limitation Property or any other transaction
prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) of the Code to apply
with respect to such Gain Limitation Property (including by reason of the application of Section 1031(f)(4) of the Code) shall
be considered a violation of this Section 2.1 by the Partnership.


 


ARTICLE 3


REMEDIES FOR BREACH


 


3.1          Monetary
Damages. In the event that the Partnership breaches its obligations set forth in Article 2, with respect to a Protected
Partner, the Protected Partner’s sole remedy shall be to receive from the Partnership, and the Partnership shall pay to such
Protected Partner as damages, an amount equal to:


 


		(a)	the aggregate federal, state, and local income taxes incurred
by the Protected Partner or an Indirect Owner with respect to the Protected Gain that is allocable to such Protected Partner under
the Partnership Agreement as a result of the disposition of the Gain Limitation Property, plus



 


		(b)	an amount equal to the aggregate federal, state, and local
income taxes payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this
Section 3.1.



 


For the avoidance of doubt,
the Partnership shall have no liability pursuant to this Section 3.1 if the Partnership merges into another entity treated
as a partnership for federal income tax purposes or the Protected Partner accepts an offer to exchange its Units for equity interests
in another entity treated as a partnership for federal income tax purposes so long as, in either case, such successor entity assumes
or agrees to assume the Partnership’s obligations pursuant to this Agreement.


 


For purposes of computing
the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (b) any deduction
for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account,
and (c) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state
and local marginal income tax rates that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable
income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be
paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that
would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized
by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner),
either in the current year, in earlier years, or in later years.


 




    	 	Exhibit “M” – Page 6
	 



     


    

  


3.2          Process
for Determining Damages. If the Partnership has breached or violated any of the covenants set forth in Article 2 (or
a Protected Partner asserts that the Partnership has breached or violated any of the covenants set forth in Article 2),
the Partnership and the Protected Partner (or Indirect Owner) agree to negotiate in good faith to resolve any disagreements regarding
any such breach or violation and the amount of damages, if any, payable to such Protected Partner (or Indirect Owner) under Section
3.1. If any such disagreement cannot be resolved by the Partnership and such Protected Partner (or Indirect Owner) within sixty
(60) days after the receipt of notice from the Partnership of such breach and the amount of income to be recognized by reason thereof
(or, if applicable, receipt by the Partnership of an assertion by a Protected Partner that the Partnership has breached or violated
any of the covenants set forth in Article 2), the Partnership and the Protected Partner shall jointly retain a nationally
recognized independent public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously
as possible all points of any such disagreement (including, without limitation, whether a breach of any of the covenants set forth
in Article 2 has occurred and, if so, the amount of damages to which the Protected Partner is entitled as a result thereof,
determined as set forth in Section 3.1). All determinations made by the Accounting Firm with respect to the resolution of
any breach or violation of any of the covenants set forth in Article 2 and the amount of damages payable to the Protected
Partner under Section 3.1 shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees
and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership
and the Protected Partner, provided that if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected
Partner is more than five percent (5%) higher than the amount proposed by the Partnership to be owed to such Protected Partner
prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred
in connection with any such determination shall be paid by the Partnership and if the amount determined by the Accounting Firm
to be owed by the Partnership to the Protected Partner is more than five percent (5%) less than the amount proposed by the Partnership
to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses
of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.


 


3.3          Required
Notices; Time for Payment. In the event that there has been a breach of Article 2, the Partnership shall provide to
each affected Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the
Partnership provides to the Protected Partners the IRS Schedule K-1’s to the Partnership’s federal income tax return
for the year of such transaction. All payments required to be made under this Article 3 to any Protected Partner shall be
made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving
rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would
include such gain (taking into account all available safe harbors), the Partnership shall make a payment to the Protected Partner
on or before the due date for such estimated tax payment and such payment from the Partnership shall be in an amount that corresponds
to the amount of the estimated tax being paid by such Protected Partner at such time as a result of the gain recognition event.
In the event of a payment made after the date required pursuant to this Section 3.3, interest shall accrue on the aggregate
amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest,
as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the
payment is required to be made.


 




    	 	Exhibit “M” – Page 7
	 



     


    

  


ARTICLE 4


NOTICE OF INTENTION TO SELL GAIN LIMITATION
PROPERTY DURING NOTICE PERIOD


 


During the Notice Period,
if the Partnership intends to dispose of a Gain Limitation Property in a taxable transaction, the Partnership shall use commercially
reasonable efforts to provide at least [90] days’ prior written notice (prior to the closing of such disposition) to the
Protected Partners.


 


ARTICLE 5


SECTION 704(C) METHOD AND ALLOCATIONS


 


Notwithstanding any provision
of the Partnership Agreement, the Partnership shall use the “traditional method” under Treasury Regulations Section
1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code with respect to any Gain Limitation Property.


 


ARTICLE 6


AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN
PROVISIONS


 


6.1          Amendment.
This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Partnership or the
REIT and another entity) except by a written instrument signed by the REIT, the Partnership, and each of the Protected Partners
to be subject to such amendment, except that the Partnership may amend Schedule 2.1(a) upon a person becoming a Protected
Partner as a result of a transfer of Units.


 


6.2          Waiver.
Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive
the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 3 hereof. Such a waiver
shall be effective only if obtained in writing from the affected Protected Partner.


 


ARTICLE 7


MISCELLANEOUS


 


7.1          Additional
Actions and Documents. Each of the Parties hereby agrees to take or cause to be taken such further actions, to execute, deliver,
and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary
or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.


 


7.2          Assignment.
No Party shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without
the prior written consent of the other Parties, and any such assignment contrary to the terms hereof shall be null and void and
of no force and effect.


 




    	 	Exhibit “M” – Page 8
	 



     


    

  


7.3          Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective
successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership,
and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially
all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of
this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder.
The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or
substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has
acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to
permit any transaction otherwise prohibited by this Agreement.


 


7.4          Modification;
Waiver. No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the Parties are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver
of any provision of this Agreement, nor consent to any departure by any Party therefrom, shall in any event be effective unless
the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on any Party in any case shall entitle such Party to any other or further notice or demand
in similar or other circumstances.


 


7.5          Representations
and Warranties Regarding Authority; Noncontravention. Each of the REIT and the Partnership has the requisite corporate or other
(as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The
execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective
obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the
part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership
and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and
the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency
laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery
of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder
will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to
the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially
adversely affect the performance by the Partnership and the REIT of their obligations hereunder.


 




    	 	Exhibit “M” – Page 9
	 



     


    

  


7.6          Captions.
The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed
to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.


 


7.7          Notices.
All notices and other communications given or made pursuant hereto shall be in writing, shall be deemed to have been duly given
or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt requested) to the Parties at the following addresses (or at such
other address for a Party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier
number specified below:


 


(a)          if
to the Partnership or the REIT, to:


 


Global Medical REIT Inc.


2 Bethesda Metro Center


Suite 440


Bethesda, MD 20814


Attention: Jamie Barber


 


(b)          if
to a Protected Partner, to the address on file with the Partnership.


 


Each Party may designate by notice in writing
a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand,
request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or
which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all
purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a
telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.


 


7.8          Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each
of which shall be deemed an original.


 


7.9          Governing
Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws
of the State of Maryland, without regard to the choice of law provisions thereof.


 


7.10        Consent
to Jurisdiction; Enforceability.


 


7.10.1     This
Agreement and the duties and obligations of the Parties shall be enforceable against any of the other Parties in the courts of
the State of Maryland. For such purpose, each Party and the Protected Partners hereby irrevocably submits to the nonexclusive jurisdiction
of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.


 




    	 	Exhibit “M” – Page 10
	 



     


    

  


7.10.2     Each
Party hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating
to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


7.11        Severability.
If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective
to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or
the remaining provisions of this Agreement.


 


7.12        Costs
of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing Party in any dispute arising hereunder
shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred
by the prevailing Party or Parties in connection with resolving such dispute.


 




    	 	Exhibit “M” – Page 11
	 



     


    

  


Agreement to be signed
by their respective officers, general partners, or delegates thereunto duly authorized all as of the date first written above.


 


GLOBAL MEDICAL REIT INC.,


a Maryland corporation


 


	 	By:	 	 
	 	Name:	Jamie Barber	 
	 	Title:	General Counsel	 


 


GLOBAL MEDICAL REIT L.P.,


a Delaware limited partnership


 


	 	By:	GLOBAL MEDICAL REIT GP LLC,
	 	 	a Delaware limited liability company,
	 	 	its General Partner


 


	 	By:  	GLOBAL MEDICAL REIT INC.,
	 	 	a Maryland corporation,
	 	 	its sole member


 


	 	By:	 	 
	 	Name:	Jamie Barber
	 	Title:  	General Counsel


 


Protected
Partners:


[_________________________]


 


By:________________________


 




    	 	Exhibit “M” – Page 12
	 



     


    

 


Schedule 2.1(a)


 


List of Protected Partners


 




    	 	Schedule 2.1(a) – Page 1
	 



     


    

 


Schedule 2.1(b)


 


Gain Limitation Properties and


Estimated Maximum Protected Gain for Protected
Partners as a Group


 


	Name of Protected
 Property	 	Closing Date Built
 In Gain
 (Aggregate)	 
		 	$		 



 




    	 	Schedule 2.1(b) – Page 1
	 



     


    

 


Schedule 2.1(c)


 


Maximum 704(c) Value to be used in computing
protected gain


 


	Name of Protected Property	 	Agreed Maximum Value	 
		 	$		 



 




    	 	Schedule 2.1(c) – Page 1
	 



     


    

 


Exhibit “N”


 


FORM OF


 


TENANT NOTICE LETTER


 


Date: Close of Escrow Date


 


TO: ALL TENANTS OF __________________________,
____________,


 


Ladies and Gentlemen:


 


You are hereby notified that the owner of the
above-referenced medical office building (“Owner”) has sold the Property to ________________________ (“Buyer”)
as of the date of this Tenant Notice set forth above, and in connection with such sale the Owner has assigned and transferred its
interest in the Lease and any and all security deposits thereunder or relating thereto to Buyer, and Buyer has assumed and agreed
to perform all of the landlord’s obligations under the Lease (including any obligations set forth in the Lease to repay or
account for any security deposits thereunder) from and after such date. Accordingly, (a) all of your obligations under the Lease
from and after the date of this Tenant Notice (including your obligations to pay rent and fulfill your insurance requirements,
if any) shall be performable to and for the benefit of Buyer, its successors and assigns and (b) all of the obligations of the
landlord under the Lease (including any obligations to repay or account for any security deposits thereunder) from and after the
date of this Tenant Notice shall be the binding obligations of Buyer and its successors and assigns.


 


The address of Buyer for all purposes under
your lease (including the payments of rentals, the recoupment of security deposits and the giving of any notices provided for in
the rental agreements) is:


	 	 
	 	 
	 	 
	 	 
	Very truly yours,	 
	 	 
	 	 


 




    	 	Exhibit “N” – Page 1
	 



     


    

 


Exhibit “O”


 


FORM OF


 


RIGHT OF FIRST OFFER


 


WHEN RECORDED MAIL TO:


 


Global Medical REIT Inc.


2 Bethesda Metro Center, Suite 440


Bethesda, Maryland 20814


Attention:         Alfonzo
Leon


 


	 
	(Space Above for Recorder’s Use)


 


RIGHT OF FIRST OFFER AGREEMENT


 


THIS RIGHT OF FIRST
OFFER AGREEMENT (this “Agreement”) is entered into as of __________, 2018 (the “Effective
Date”) by and between _________________, a _______________________ (“Seller”) and GMR
BELPRE, LLC, a Delaware limited liability company (“Buyer”), with respect to the following
Recitals:


 


RECITALS


 


A.           Seller
and Buyer previously entered into that certain Contribution and Sale Agreement, dated _______________, 2018 (as amended,
the “Purchase Agreement”) wherein Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller,
that certain property located at 807 Farson St., 805 Farson St., 803 Farson St. and 799 Farson St., Belpre, Ohio 45714 (the “Property”),
as more particularly described on Exhibit A attached hereto, on the terms and conditions set forth in the Purchase Agreement.
All initially capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.


 


B.           Seller
also owns that certain real property known as 809 Farson St., Belpre, Ohio 45714 (the “ROFO Property”),
as more particularly described on Exhibit B attached hereto.


 


C.           As
a material inducement for Buyer to consummate the transactions contemplated by the Purchase Agreement, Buyer has required and Seller
has agreed to enter into this Agreement which gives Buyer certain rights to purchase the ROFO Property, subject to and in accordance
with the terms and conditions contained in this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing Recitals (which are incorporated herein by this reference) and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 




    	 	Exhibit “O” – Page 1
	 



     


    

  


AGREEMENT


 


		1.	Rights of First Offer.



 


(a)          ROFO
Property. For so long as Buyer, directly or indirectly owns any portion of the Property, Seller shall, prior to Seller and/or
any of its affiliates seeking or negotiating (or upon the receipt of an offer from a third party seeking or negotiating) (i) for
the sale or purchase, as applicable, of all or any portion of the ROFO Property or (ii) any third party investment or financial
arrangement with respect to developing all or any portion of the ROFO Property, deliver a “ROFO Notice”
(as defined in, and in accordance with, Section 1(b) below) to Buyer.


 


(b)          ROFO
Notice; Right of First Offer. A “ROFO Notice” shall (i) state Seller’s intentions with
respect to the ROFO Property, (ii) summarize the transaction that Seller and/or its affiliates are considering (including,
without limitation, information regarding the debt and equity, or ownership interests or investment opportunities that Seller wishes
to offer to, or has received from, a third party), (iii) contain the material economic terms upon which Seller would, in good faith,
expect to be able to enter into its contemplated transaction in the market and (iv) offer (in each case, a “Right
of First Offer”) to Buyer the opportunity to consider whether it will purchase the ROFO Property on material economic
terms substantially similar or equivalent, as the case may be, to those contained in such notice. Seller shall also provide any
reasonable additional information that it has with respect to the transaction and the ROFO Property, which Buyer may reasonably
request in connection with its consideration of the transaction, including without limitation, a complete copy of the offer that
Seller and/or its affiliates are considering. Buyer shall have twenty (20) business days from the date upon which it receives
a ROFO Notice to notify Seller of its exercise of such Right of First Offer (or to notify Seller of its intention to exercise such
Right of First Offer subject to the approval of Buyer’s Board of Directors, in which case Buyer shall notify Seller of its
exercise of such Right of First Offer on or before the thirtieth (30th) business day following the date upon which it receives
such ROFO Notice). If Buyer has not responded to a ROFO Notice within the aforementioned time periods, Buyer shall have been deemed
to waive its Right of First Offer with respect to the ROFO Property, subject to the Right of First Refusal with respect to the
ROFO Property and the other express terms of this Agreement. Upon Buyer’s rejection, or deemed rejection of a Right of First
Offer with respect to the ROFO Property, Seller shall then have the right to cause the transaction described in such ROFO Notice
to occur with any third party, provided that (a) the closing of such transaction occurs within one (1) year of the date
on which Buyer is deemed to have waived such Right of First Offer, and (b) there are no “Material Changes to the
ROFO Terms” (as defined in Section 1(c) below) from those set forth in such ROFO Notice.


 


(c)          Material
Changes to the ROFO Terms; Failure to Close. “Material Changes to the ROFO Terms” shall mean that
(i) the aggregate effective economic terms are less than ninety-five percent (95%) of the aggregate effective economic terms
set forth in the applicable ROFO Notice (i.e., before payment of any commissions or other transaction costs) and/or (ii) any
other material term is not substantially similar to such material term as set forth in the applicable ROFO Notice. If any transaction
with a third party relating to the ROFO Property does not close within one (1) year of the date on which Buyer is deemed to
have waived its Right of First Offer with respect thereto, the ROFO Property shall again become subject to a Right of First Offer.


 




    	 	Exhibit “O” – Page 2
	 



     


    

  


(d)          Revised
Offer Notice. If, after Buyer rejects or is deemed to have rejected its Right of First Offer with respect to the ROFO Property,
there are any Material Changes to the ROFO Terms with respect thereto from those set forth in the ROFO Notice, before consummating
any transaction with a third party based thereon, Seller shall provide written notice to Buyer of such Material Changes to the
ROFO Terms (the “Revised Offer Notice”). Buyer shall then have the right to enter into the transaction
upon the same terms as are set forth in the Revised Offer Notice (a “Right of First Refusal”) by delivering
written notice of its exercise of such Right of First Refusal within fifteen (15) business days from the date upon which it
receives the Revised Offer Notice (or to notify Seller of its intention to exercise its Right of First Refusal subject to the approval
of Buyer’s Board of Directors, in which case Buyer shall notify Seller of its exercise of a Right of First Refusal on or
before the thirtieth (30th) business day following the date upon which it receives the Revised Offer Notice). If Buyer has not
responded to the Revised Offer Notice within the aforementioned time periods, Buyer shall have been deemed to waive its Right of
First Refusal with respect to the ROFO Property.


 


(e)          Closing.
If Buyer has exercised its Right of First Offer or Right of First Refusal with respect to the ROFO Property pursuant to the terms
of this Section 1, Buyer and Seller shall use good faith efforts to close such transaction within sixty (60) days
of such exercise (or if the third party offer provides for a later closing date, such later date) upon the terms of definitive
legal documents to be negotiated in good faith by the parties (substantially similar to the applicable terms of the Purchase Agreement
to the extent that the proposed transaction is substantially similar to the transaction contemplated by the Purchase Agreement,
if at all) as soon as practicable following the exercise of such Right of First Offer or Right of First Refusal, as the case may
be, by Buyer.


 


		2.	Miscellaneous Provisions.



 


(a)          Binding
on Successors in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties
hereto and their respective successors and assigns.


 


(b)          Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio.


 


(c)          Modifications.
This Agreement may be amended or modified only by written instrument duly executed by both of the parties hereto.


 


(d)          Notices.
Any notice permitted or required hereunder shall be in writing and given to the parties at their respective addresses as set forth
below:


 


	To Seller:	 	 
	 	 	 
	 	 	 





	 	Attention:	 	 





	 	E-mail:	 	 





	 	Phone:	(___) ___-____	 


 




    	 	Exhibit “O” – Page 3
	 



     


    

  


	With a copy to:	 	 
	 	 	 
	 	 	 





	 	Attention:	 	 





	 	E-mail:	 	 





	 	Phone:	(___) ___-____	 


 


	To Buyer:	Global Medical REIT Inc.
	 	2 Bethesda Metro Center, Suite 440
	 	Bethesda, Maryland 20814
	 	Attention:	Alfonzo Leon
	 	Email:	AlfonzoL@globalmedicalreit.com
	 	Phone:	(202) 524-6853
	 	 	 
	With a copy to:	Cox, Castle & Nicholson LLP
	 	2029 Century Park East, 21st Floor
	 	Los Angeles, California 90067
	 	Attention:	David Lari
	 	Email:	dlari@coxcastle.com
	 	Phone:	(310) 284-2292


 


Either party may change the address
to which notice must be given by delivery of notice to the other party in accordance with this Section 2(d). Notice
shall be given by one of the following methods:


 


		a.	By overnight commercial courier for next business day delivery,
in which case notice shall be deemed delivered on the next business day following delivery to the courier prior to the last scheduled
pick-up time.



 


		b.	By electronic mail, in which case notice shall be deemed
delivered upon receipt.



 


(e)          Severability
of Provisions. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof,
and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained herein.


 


(f)           Time
of Essence. Time is of the essence in this Agreement with respect to each provision of and matters contemplated by this Agreement.


 


(g)          Attorneys’
Fees. In the event of a judicial or administrative proceeding or action by one party against the other party with respect to
the interpretation or enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable costs and expenses
including, without limitation, reasonable attorneys’ fees and expenses. The prevailing party shall be determined by the court
based upon an assessment of which party’s major arguments or position prevailed, and the Court may determine that each party
shall incur its own legal fees and expenses.


 




    	 	Exhibit “O” – Page 4
	 



     


    

  


(h)          No
Partnership. The parties have entered into this Agreement for the limited purposes set forth herein. Neither party is the agent,
employee, or partner of the other party and neither party may bind the other party to any further or additional contracts or obligations
with other third parties.


 


(i)           Waiver.
The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of the
entire Agreement or as a waiver of any subsequent breach.


 


(j)           Interpretation
of Agreement. It is understood by and between the parties that any ambiguity in an agreement is to be construed against the
drafter of the agreement. Instead, any ambiguity shall be interpreted without regard to the identity of the drafter of this Agreement.


 


(k)          Entire
Agreement. This Agreement and all other documents and agreements expressly referred to herein contain the entire agreement
between the parties hereto with respect to the matters set forth herein.


 


(l)           Business
Days. The term “business day” shall mean any day other than Saturday, Sunday, or legal holiday under the Federal
law or laws of the State where the ROFO Property is located.


 


(m)         Brokers.
Each party represents and warrants to the other that neither has contacted or entered into any agreement with any real estate broker,
agent, finder or any other party in connection with this transaction, and that neither party has taken any action which would result
in any broker’s, finder’s or other fees or commissions being due and payable to any party with respect to the transaction
contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage,
cost, or expense (including reasonable attorneys’ fees) resulting to the other party by reason of a breach of the representation
and warranty made by such party in this Section.


 


(n)          Further
Assurances. Each party will, whenever and as often as it shall be requested to do so by the other party, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered any and all such further conveyances, assignments, approvals,
consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose
of this Agreement.


 


(o)          Dispute
Resolution. Should there be any controversy, dispute or claim arising out of or in connection with this Agreement (hereinafter
a “dispute” or “disputes”), the parties shall first attempt to settle the matter by mutual negotiations
prior to filing a complaint or otherwise instituting litigation. If these negotiations are unsuccessful, or if it appears to either
party that negotiations are stalled, at either party’s election, the dispute will be submitted to mediation to be held at
a mutually acceptable location prior to either party filing a complaint or otherwise instituting litigation. In the event that
such mediation does not resolve the dispute within ten (10) business days, either party may institute litigation.


 




    	 	Exhibit “O” – Page 5
	 



     


    

  


(p)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together
shall be deemed one and the same instrument.


 


[Remainder of Page Left Blank Intentionally]


 




    	 	Exhibit “O” – Page 6
	 



     


    

  


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


 


	 	SELLER:	 
	 	 	 
	 	                                                                                  ,	 
	 	a                                                                                	 


 





	 	By:	 	 







	 	Name:	 	 






	 	Title:	 	 


 


	 	BUYER:
	 	 
	 	GMR Belpre, LLC,
	 	a Delaware limited liability company


 


	 	By:	Global Medical REIT L.P.,
	 	 	a Delaware limited partnership,
	 	 	its Sole Member


 


	 	By:	Global Medical REIT GP LLC,
	 	 	a Delaware limited liability company,
	 	 	its General Partner


 


	 	By:	Global Medical REIT Inc.,
	 	 	a Maryland corporation,
	 	 	its sole Member


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit “O” – Page 7
	 



     


    

  


	STATE OF ________________	)
	 	 
	 	)  SS.
	 	 
	COUNTY OF__________________	)


 


BEFORE ME, a Notary Public in and for said
County and State, personally appeared __________________________________________ who acknowledged that ____ did sign the foregoing
instrument, and that the same is _____ free act and deed individually.


 


IN WITNESS WHEREOF, I have hereunto set my
hand and official seal at ___________________________________, _________ this ____ day of ____________________, 20___.


 


_____________________________________


 


Notary Public


 


My commission expires: _________________


 


This instrument prepared by:


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 




    	 	Exhibit “O” – Page 8
	 



     


    

  


	STATE OF ________________	)
	 	 
	 	)  SS.
	 	 
	COUNTY OF__________________	)


 


BEFORE ME, a Notary Public in and for said
County and State, personally appeared __________________________________________ who acknowledged that ____ did sign the foregoing
instrument, and that the same is _____ free act and deed individually.


 


IN WITNESS WHEREOF, I have hereunto set my
hand and official seal at ___________________________________, _________ this ____ day of ____________________, 20___.


 


_____________________________________


 


Notary Public


 


My commission expires: _________________


 


This instrument prepared by:


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 


_____________________


 




    	 	Exhibit “O” – Page 9
	 



     


    

  


Exhibit A to Right of First Offer/Refusal
Agreement


 


LEGAL DESCRIPTION OF PROPERTY


 


[Insert Legal
Description]


 




    	 	Exhibit “O” – Page 10
	 



     


    

  


Exhibit B to Right of First Offer/Refusal
Agreement


 


LEGAL DESCRIPTION OF ROFO PROPERTY


 


[Insert Legal
Description]


 




    	 	Exhibit “O” – Page 11
	 



     


    

 


Exhibit “P”


 


INVESTOR QUESTIONNAIRE


 


[See attached]


 




    	 	Exhibit “P” – Page 1
	 



     


    

  


Accredited
Investor Questionnaire


 


Global Medical REIT L.P.,
a Delaware limited partnership (the “Company”), intends to distribute certain equity interests in the Company
(the “Securities”) to the undersigned. The Securities will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), or any state “blue sky” securities laws, but instead will be
offered in reliance upon certain exemptions from registration under the Securities Act and applicable state laws. To support these
exemptions, the Company requests that you complete this Accredited Investor Questionnaire (this “Questionnaire”)
to enable the Company to determine whether you qualify as an “accredited investor” pursuant to the provisions of Rule
501(a) of Regulation D under the Securities Act.


 


THE SECURITIES WILL
NOT BE OFFERED OR SOLD TO THE UNDERSIGNED UNLESS AND UNTIL THIS QUESTIONNAIRE HAS BEEN PROPERLY COMPLETED AS THOROUGHLY AS POSSIBLE,
EXECUTED AND DELIVERED TO THE COMPANY. IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP, TRUST OR CORPORATION WHICH DOES NOT ITSELF
QUALIFY AS AN ACCREDITED INVESTOR, EACH EQUITY OWNER IN SUCH ENTITY MUST COMPLETE THIS QUESTIONNAIRE TO DETERMINE ACCREDITED STATUS.


 


This Questionnaire does
not constitute an offer to sell or a solicitation of an offer to buy any security.


 


If you wish to be considered
an “accredited investor,” you must INITIAL the paragraph below which describes the suitability requirement
under which you intend to qualify. We may ask you to provide additional information to document the representation initialed, as
described within each paragraph. ONLY ONE PARAGRAPH NEED BE INITIALED. Please note that if the Securities will be held other
than in an individual’s name, the information below should be supplied for the entity which will hold such Securities.


 


      1.      The
undersigned is NOT an Accredited Investor.


 


OR


 


      2.      Individual
Net Worth Suitability


 


This suitability requirement may
be selected only by a natural individual(s),and NOT by a corporation, partnership, trust, estate, unincorporated association
or other entity.


 




    	 	Exhibit “P” – Page 2
	 



     


    

 


The undersigned represents and warrants
that his or her individual net worth or joint net worth with his or her spouse, exceeds $1,000,000. For purposes of this Questionnaire,
"net worth" means the excess of total assets at fair market value (including personal and real property, but excluding
the estimated fair market value of a person's primary home) over total liabilities. Total liabilities excludes any mortgage on
the primary home in an amount of up to the home's estimated fair market value as long as the mortgage was incurred more than 60
days before the Securities are purchased, but includes (i) any mortgage amount in excess of the home's fair market value and (ii)
any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Securities for the purpose
of investing in the Securities.


 


OR


 


      3.      Individual
Net Income Suitability


 


This suitability requirement may
be selected only by a natural individual(s), and NOT by a corporation, partnership, trust, estate, unincorporated association
or other entity.


 


The undersigned represents and warrants
that his or her individual net income was in excess of $200,000 in each of the two most recent years, or his or her joint income
with his or her spouse was in excess of $300,000 in each of those years, and he or she reasonably expects his or her net income
to reach such level in the current year.


 


OR


 


      4.      Executive
Officer Status


 


This suitability requirement may
be selected only by a natural individual(s), and NOT by a corporation, partnership, trust, estate, unincorporated association
or other entity.


 


The undersigned is a director, executive
officer or general partner of the Company, or a director, executive officer or general partner of a general partner of the Company.
(For purposes of this Questionnaire, executive officer means the president; any vice president in charge of a principal business
unit, division or function, such as sales, administration or finance; or any other person or persons who perform(s) similar policymaking
functions for the Issuer.)


 


OR


 


      5.      Certain
Qualified Organizations:


 


The undersigned represents and warrants
that it is (check one):


 


		____	a.     A corporation, partnership,
Massachusetts or similar business trust, or organization described in Section 501(c)(3) of the Internal Revenue Code (tax exempt
organization), not formed for the specific purpose of acquiring the Securities, having total assets in excess of $5,000,000.



 




    	 	Exhibit “P” – Page 3
	 



     


    

  


		____	b.    A bank, savings and loan association
or other similar institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act).



 


		____	c.    An insurance company (as defined
in Section 2(13) of the Securities Act).



 


		____	d.    An investment company registered
under the Investment Company Act of 1940.



 


		____	e.    A business development company
as defined in Section 2(a)(48) of the Investment Company Act of 1940 or private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.



 


		____	f.     A Small Business Investment
Company licensed by the U.S. Small Business Administration under Sections 301(c) or (d) of the Small Business Investment Act of
1958.



 


		____	g.    A broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.



 


		____	h.    A trust with total assets in
excess of $5,000,000 not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated
person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits
and risks of an investment in the Securities.



 


NOTE: If you claim suitability under this paragraph
(5), the Company may require that you provide appropriate information supporting your claim to status as a Qualified Organization.


 


OR


 


      6.      Entity
Suitability:


 


The undersigned represents and warrants
that it is a corporation, a partnership, an unincorporated association or other similar entity, and that each owner of an equity
interest in the entity satisfies the suitability requirements of either paragraphs (2), (3), (4) or (5) above. An entity may be
newly formed for the purpose of purchasing the Securities.


 


NOTE:    If you claim suitability under this
paragraph (6), you must submit a list of each of the owners with an equity interest in the entity, setting forth the address and
telephone number and list for EACH such owner the information required under paragraphs (2), (3), (4) or (5) above. These separate
pages must be validly signed by or on behalf of each such owner or beneficiary.


 


[Remainder of page intentionally blank]


 




    	 	Exhibit “P” – Page 4
	 



     


    

  


IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire on this ___ day of _________, 2018.


 


	 	 	 
	 	(Signature of Investor)	 
	 	 	 
	 	 	 
	 	(Print Name)	 
	 	 	 
	 	 	 
	 	(State of Residence)	 


 




    	 	Exhibit “P” – Page 5
	 



     


    

 


Exhibit “Q”


 


OP PARTNERSHIP AGREEMENT


 


[See attached]


 




    	 	Exhibit “Q” – Page 1
	 



     


    

 


Exhibit “R”


 


Form of


BELPRE I EASEMENT AGREEMENT


 


EASEMENT AND RIGHT OF WAY AGREEMENT


 


THIS EASEMENT AND RIGHT OF WAY
AGREEMENT, Made and entered into this _____ day of March, 2018, by and between BELPRE I, LLC, a West Virginia limited liability
company, party of the first part (hereinafter “Grantor”), and MINNITE FAMILY, LLC, a West Virginia limited liability
company, party of the second part (hereinafter “Grantee”).


 


WHEREAS, Grantor is the owner
of a certain tract of real estate containing 2.485 acres, more or less, situate in the City of Belpre, Washington County, Ohio,
being the same real estate granted and conveyed unto Grantor by deed of record in Official Record Volume 507, at Page 405 in the
Washington County, Ohio Recorder’s Office (“Grantor’s Parcel”), and


 


WHEREAS, Grantee is the owner
of a certain tract of real estate situate in the City of Belpre, Washington County, Ohio, adjoining Grantor’s Parcel on its
western boundary, being the same real estate granted and conveyed unto Grantee by deed of record in Official Record Volume 610,
at Page 2651 in the Washington County, Ohio Recorder’s Office (“Grantee’s Parcel”), and


 


WHEREAS, the building and other
improvements situate on Grantor’s Parcel is leased by Grantor to Marietta Memorial Hospital (“Hospital”) for
the operation of a free standing medical facility (“Building I”), and


 


WHEREAS, Grantee has entered
into an Agreement and Lease with the said Hospital whereby Grantee is to construct and lease to Hospital a building and other improvements
on Grantee’s Parcel to also be operated as a free standing medical facility (“Building V”), the plans for which
as drawn by Hospital provide for Building V and appurtenant improvements to connect with Building I and appurtenant improvements
on Grantor’s Parcel, and


 


WHEREAS, in order to accomplish
the wishes of their common tenant to connect the aforesaid buildings and improvements, and the construction and operation thereof,
the parties hereto have agreed to the grant and conveyance by Grantor to Grantee of the easements and rights of way herein described,
upon the terms and conditions herein described, and


 


WHEREAS, this Easement and Right
of Way Agreement in facilitating the connection of said buildings and improvements and the construction and operation of the same
and thereby benefitting the parties’ common tenant and enhancing both of the aforesaid properties, in turn is of the mutual
benefit to the parties and constitutes good and valuable consideration for this Easement and Right of Way Agreement;


 




    	 	Exhibit “R” – Page 1
	 



     


    

  


NOW THEREFORE THIS AGREEMENT
WITNESSETH: That for and in consideration of Five ($5.00) Dollars, cash in hand paid, and other good and valuable consideration,
including, but not limited to, the mutual benefit to the parties herein recited, the receipt and sufficiency of all of which is
hereby acknowledged, the parties agree as follows:


 


1.           Grantor
hereby grants and conveys unto Grantee, a perpetual, exclusive easement and right of way over, across and upon Grantor’s
Parcel, for the use and benefit of Grantee’s Parcel for purposes of the construction, including connection thereof to Building
I and its appurtenant improvements, repair, maintenance and operation of the portions of Building V and its appurtenant improvements
to be situate on Grantor’s Parcel as designed by Hospital, which easement and right of way is more particularly described
on “Exhibit A” hereto, and an easement and right of way for purposes of ingress, egress and regress over, across and
upon portions of Grantor’s Parcel adjoining said easement and right of way as may be reasonable and necessary for the aforesaid
purposes, all of which easements and rights of way shall run with the land.


 


2.           Grantee,
from time to time, and at all times, at its own cost and expense, shall construct, including connection thereof to Building I and
its appurtenant improvements, repair and maintain the portion of Building V and its appurtenant improvements to be situate on Grantor’s
Parcel as designed by Hospital, in a proper, substantial and workmanlike manner. All such construction, repair and maintenance
shall be done in a manner which does not unreasonably intrude upon, hinder, obstruct or disturb the use of the remainder of Grantor’s
Parcel. Neither will Grantee suffer any lien to be claimed against Grantor’s Parcel arising from any such construction, repair
or maintenance or the cost and expense thereof, shall immediately notify Grantor of the existence of any such lien or claim thereof
and discharge and obtain the release thereof, and shall indemnify, defend and hold harmless Grantor and Grantor’s Parcel
therefrom and from the cost and expense of such construction, repair and maintenance.


 


3.           Grantee
shall fully repair any damage or disturbance caused to Grantor’s Parcel arising from the aforesaid construction, repair,
maintenance and operation of the portion of Building V and its appurtenant improvements located on Grantor’s Parcel pursuant
hereto and shall indemnify, defend and hold harmless Grantor from and against any claims, damages, liabilities, or losses resulting
from any injury or damage to any person or property arising in any manner from such construction, repair, maintenance or operation.


 


4.           The
terms of this agreement shall be binding upon, and inure to the benefit of, the parties and their tenants, successor and assigns,
and shall be governed in accordance with the law of the State of Ohio.


 




    	 	Exhibit “R” – Page 2
	 



     


    

  


WITNESS the following signatures:


 


	 	BELPRE I, LLC
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	 
	 	 	Its Sole Member
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, Jr.
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Karmyn M. Conley
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, III
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Jason R. Minnite
	 	 	 
	 	 	Its:  Manager


 




    	 	Exhibit “R” – Page 3
	 



     


    

  


	 	Minnite Family, LLC
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, Jr.
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Karmyn M. Conley
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, III
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:  	 
	 	 	 
	 	 	Jason R. Minnite
	 	 	 
	 	 	Its:  Manager


 


This instrument was prepared by ______________________________________________.


 




    	 	Exhibit “R” – Page 4
	 



     


    

  


Exhibit A


 


[TO BE PROVIDED]


 




    	 	Exhibit “R” – Page 5
	 



     


    

 


Exhibit “S”


 


Form of


BELPRE IV EASEMENT AGREEMENT


 


EASEMENT AND RIGHT OF WAY AGREEMENT


 


THIS EASEMENT AND RIGHT OF WAY
AGREEMENT, Made and entered into this _____ day of March, 2018, by and between 601 PLAZA L.L.C., a West Virginia limited liability
company, party of the first part (hereinafter “Grantor”), and BELPRE IV, LLC, a West Virginia limited liability company,
party of the second part (hereinafter “Grantee”).


 


WHEREAS, Grantor is the owner
of a certain tract of real estate situate in the City of Belpre, Washington County, Ohio, being part of the same real estate granted
and conveyed unto Grantor by deed of record in Official Record Volume 493, at Page 1576 in the Washington County, Ohio Recorder’s
Office (“Grantor’s Parcel”), and


 


WHEREAS, Grantee is the owner
of a certain tract of real estate containing 3.709 acres, more or less, situate in the City of Belpre, Washington County, Ohio,
adjoining Grantor’s Parcel on its northern boundary, being the same real estate granted and conveyed unto Grantee by deed
of record in Official Record Volume 548, at Page 2183 in the Washington County, Ohio Recorder’s Office (“Grantee’s
Parcel”), and


 


WHEREAS, the parties wish to
enter into this written Easement and Right of Way Agreement for the purposes and upon the terms hereinafter described to memorialize
the existing agreement and arrangement of the parties to the mutual benefit of the parties;


 


NOW THEREFORE THIS AGREEMENT
WITNESSETH: That for and in consideration of Five ($5.00) Dollars, cash in hand paid, and other good and valuable consideration,
including, but not limited to, the mutual benefit to the parties of this written instrument, the receipt and sufficiency of all
of which is hereby acknowledged, the parties agree as follows:


 


1.           Grantor
hereby grants and conveys unto Grantee, a perpetual, exclusive easement and right of way over, across and upon Grantor’s
Parcel for the use and benefit of Grantee’s Parcel for purposes of ingress, egress and regress to and from Grantee’s
Parcel and Farson Street and for purposes of the construction, reconstruction, paving, repaving, repair and maintenance of said
easement and right of way and the surface thereof, which easement and right of way is more particularly described on “Exhibit
A” hereto, and an easement and right of way for purposes of ingress, egress and regress over, across and upon portions of
Grantor’s Parcel adjoining the aforesaid easement and right of way as may be reasonable and necessary for the aforesaid purposes,
all of which easements and rights of way shall run with the land.


 




    	 	Exhibit “S” – Page 1
	 



     


    

  


2.           Grantee,
from time to time, and at all times, at its own cost and expense, shall construct, reconstruct, pave, repave, repair and maintain,
the area of said easement and right of way, and the surface thereof, in a proper, substantial and workmanlike manner. All such
construction, reconstruction, paving, repaving, repair and maintenance shall be done in a manner which does not unreasonably intrude
upon, hinder, obstruct or disturb the use of the remainder of Grantor’s Parcel. Neither will Grantee suffer any lien to be
claimed against Grantor’s Parcel arising from any such construction, reconstruction, paving, repaving, repair or maintenance
or the cost and expense thereof, shall immediately notify Grantor of the existence of any such lien or claim thereof and discharge
and obtain the release thereof, and shall indemnify, defend and hold harmless Grantor and Grantor’s Parcel therefrom and
from the cost and expense of such construction, reconstruction, paving, repaving, repair and maintenance.


 


3.           Grantee
shall fully repair any damage or disturbance caused to Grantor’s Parcel arising from the aforesaid construction, reconstruction,
paving, repaving, repair and maintenance and Grantee’s use of said easements and rights of way hereby granted and conveyed,
and shall indemnify, defend and hold harmless Grantor from and against any claims, damages, liabilities or losses resulting from
any injury or damage to any person or property arising in any manner from such construction, reconstruction, paving, repaving,
repair, maintenance or use.


 


4.           The
terms of this agreement shall be binding upon, and inure to the benefit of, the parties and their tenants, successors and assigns,
and shall be governed in accordance with the law of the State of Ohio.


 


WITNESS the following signatures:


 


	 	601 PLAZA L.L.C.
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, Jr.
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Karmyn S. Conley
	 	 	 
	 	 	Its:  Manager


 




    	 	Exhibit “S” – Page 2
	 



     


    

  


	 	By:	 
	 	 	 
	 	 	Pat Minnite, III
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 		Jason R. Minnite
	 	 	 
	 		Its:  Manager
	 	 	 
	 	BELPRE IV, LLC
	 	 	 
	 	By:	MINNITE FAMILY, LLC,
	 	 	 
	 	 	Its Sole Member
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, Jr.
	 	 	 
	 	 	Its:  Manager


 




    	 	Exhibit “S” – Page 3
	 



     


    

  


	 	By:	 
	 	 	 
	 	 	Karmyn M. Conley
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:	 
	 	 	 
	 	 	Pat Minnite, III
	 	 	 
	 	 	Its:  Manager
	 	 	 
	 	By:  	 
	 	 	 
	 	 	Jason R. Minnite
	 	 	 
	 	 	Its:  Manager


 


This instrument was prepared by ______________________________________________.


 




    	 	Exhibit “S” – Page 4
	 



     


    

  


Exhibit A


 


[TO BE PROVIDED]


 




    	 	Exhibit “S” – Page 5
	 



     


    

 


Schedule 1


 


Allocation of Purchase Price


 


	Building/Parcel	 	Purchase Price	 
	Minnite Family Property	 	$	1,000,000	 
	Belpre I	 	$	16,650,000	 
	Belpre II	 	$	7,675,000	 
	Belpre III	 	$	8,375,000	 
	Belpre IV	 	$	30,500,000	 
	Total	 	$	64,200,000	 



 




    	 	Schedule 1 – Page 1
	 



     


    

 


Schedule 4.30


 


NAMES, ADDRESSES AND PERCENTAGE INTERESTS



OF OP UNIT HOLDERS


 


	Name	 	Notice Address	 	Percentage Interest	 
	Minnite Family, LLC, a West Virginia limited liability company 
	 	1000 Grand Central Mall, Vienna, WV  26105	 	 	100	%



 






    	 	Schedule 4.30 – Page 1