Exhibit 10.5


 


 GLOBAL MEDICAL REIT INC.


2016 EQUITY INCENTIVE PLAN


 


LTIP UNIT VESTING AGREEMENT


 


	Name of Grantee:	________________
	Number of LTIP Units:	________________
	Grant Date (Closing Date):	___________, ____
	Final Acceptance Date:	___________, ____


 


Pursuant to the Global
Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the “Plan”), and the Agreement of
Limited Partnership, dated as of March 14, 2016 (as amended from time to time, the “Partnership Agreement”),
of Global Medical REIT L.P., a Delaware limited partnership (“GMR OP”), Global Medical REIT Inc., a Maryland
real estate investment trust (the “Company”) and the sole member of Global Medical REIT GP LLC, a Delaware limited
liability company, the general partner of GMR OP (the “General Partner”), and for the provision of services
to or for the benefit of GMR OP in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named
above an Other Equity-Based Award (as defined in the Plan) in the form of, and by causing GMR OP to issue to the Grantee named
above, the number of LTIP Units specified above having the rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement (the “Award”).
Upon acceptance of this LTIP Unit Vesting Agreement (this “Agreement”), the Grantee shall receive, effective
as of the Closing Date (as defined below), the number of LTIP Units specified above, subject to the restrictions and conditions
set forth herein and in the Partnership Agreement. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Partnership Agreement, attached hereto as Annex A, or the Plan, as applicable, unless a different
meaning is specified herein.


 


1.           Acceptance
of Agreement. The Grantee shall have no rights with respect to this Agreement unless he or she shall have accepted this
Agreement prior to the close of business on the Final Acceptance Date specified above by (a) signing and delivering to GMR OP,
a copy of this Agreement and (b) unless the Grantee is already a Limited Partner, signing, as a Limited Partner, and delivering
to GMR OP a counterpart signature page to the Partnership Agreement. Upon acceptance of this Agreement by the Grantee, the Partnership
Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted, effective as of the Closing Date.
Thereupon, the Grantee shall have all the rights of a Limited Partner with respect to the number of LTIP Units specified above,
as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.


 


2.           Restrictions
and Conditions.


 


(a)           The
records of GMR OP evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by GMR OP in its sole
discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.


 






    	 	 	 



     


    

 


(b)           LTIP
Units granted herein may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by the Grantee prior
to vesting as contemplated in Section 3 or 4 of this Agreement.


 


(c)           Subject
to the provisions of Section 4 below, any LTIP Units (and the proportionate amount of the Grantee’s Capital Account
balance attributable to such LTIP Units) subject to this Award that have not become vested on or before the date that the Grantee’s
directorship with the Company and its Affiliates terminates shall be forfeited as of the date that such directorship terminates.


 


3.           Vesting
of LTIP Units. The restrictions and conditions in Sections 2(b) and 2(c) of this Agreement shall lapse with
respect to all LTIP Units granted herein upon the earlier to occur of (a)             and (ii)             (as applicable, the “Vesting
Date”).


 


4.           Acceleration
of Vesting in Special Circumstances. All LTIP Units granted herein shall automatically become fully vested on the date
specified below if the Grantee remains a director of the Company from the Closing Date until such date:


 


(a)           the
date that the Grantee’s directorship ends on account of the Grantee’s death or total and permanent disability (as defined
in Section 22(e)(3) of the Code); or


 


(b)           on
the Control Change Date.


 


5.           Merger-Related
Action. In contemplation of and subject to the consummation of a consolidation or merger or sale of all or substantially
all of the assets of the Company in which outstanding Common Stock is exchanged for securities, cash, or other property of an unrelated
corporation or business entity or in the event of a liquidation of the Company (in each case, a “Transaction”),
the Board, or the board of trustees or directors of any corporation assuming the obligations of the Company (the “Acquiror”),
may, in its discretion, take any one or more of the following actions, as to the outstanding LTIP Units subject to this Award:
(i) provide that such LTIP Units shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding entity
(or an affiliate thereof), and/or (ii) upon prior written notice to the LTIP Unitholders (as defined in the Partnership Agreement)
of not less than 30 days, provide that such LTIP Units shall terminate immediately prior to the consummation of the Transaction.
The right to take such actions (each, a “Merger-Related Action”) shall be subject to the following limitations
and qualifications:


 


(a)           if
all LTIP Units awarded to the Grantee hereunder are eligible, as of the time of the Merger-Related Action, for conversion into
Common Units (as defined in, and in accordance with, the Partnership Agreement) and the Grantee is afforded the opportunity to
effect such conversion and receive, in consideration for the Common Units into which his LTIP Units shall have been converted,
the same kind and amount of consideration as other holders of Common Units in connection with the Transaction, then Merger-Related
Action of the kind specified in (i) or (ii) above shall be permitted and available to the Company and the Acquiror;


 



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(b)           if
some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Merger-Related Action, so eligible
for conversion into Common Units (in accordance with the Partnership Agreement), and the acquiring or succeeding entity is itself,
or has a subsidiary which is organized as a partnership or limited liability company (consisting of a so-called “UPREIT”
or other structure substantially similar in purpose or effect to that of the Company and GMR OP), then Merger-Related Action of
the kind specified in clause (i) of this Section 5 above must be taken by the Acquiror with respect to all LTIP Units subject
to this Award which are not so convertible at the time, whereby all such LTIP Units covered by this Award shall be assumed by the
acquiring or succeeding entity, or equivalent awards shall be substituted by the acquiring or succeeding entity, and the acquiring
or succeeding entity shall preserve with respect to the assumed LTIP Units or any securities to be substituted for such LTIP Units,
as far as reasonably possible under the circumstances, the distribution, special allocation, conversion and other rights set forth
in the Partnership Agreement for the benefit of the LTIP Unitholders; and


 


(c)           if
some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Merger-Related Action, so eligible
for conversion into Common Units (in accordance with the Partnership Agreement), and after exercise of reasonable commercial efforts
the Company or the Acquiror is unable to treat the LTIP Units in accordance with Section 5(b), then Merger-Related Action
of the kind specified in clause (ii) of this Section 5 above must be taken by the Company or the Acquiror, in which case
such action shall be subject to a provision that the settlement of the terminated award of LTIP Units which are not convertible
into Common Units requires a payment of the same kind and amount of consideration payable in connection with the Transaction to
a holder of the number of Common Units into which the LTIP Units to be terminated could be converted or, if greater, the consideration
payable to holders of the number of common shares into which such Common Units could be exchanged (including the right to make
elections as to the type of consideration) if the Transaction were of a nature that permitted a revaluation of the Grantee’s
capital account balance under the terms of the Partnership Agreement, as determined by the Committee in good faith in accordance
with the Plan.


 


6.           Distributions.
Distributions on the LTIP Units shall be paid currently to the Grantee in accordance with the terms of the Partnership Agreement.
The right to distributions set forth in this Section 6 shall be deemed a Dividend Equivalent Right for purposes of the Plan.


 


7.           Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to all of the terms and conditions
of the Plan and the Partnership Agreement.


 


8.           Covenants.
The Grantee hereby covenants as follows:


 


(a)           So
long as the Grantee holds any LTIP Units, the Grantee shall disclose to GMR OP in writing such information as may be reasonably
requested with respect to ownership of LTIP Units as GMR OP may deem reasonably necessary to ascertain and to establish compliance
with provisions of the Code applicable to GMR OP or to comply with requirements of any other appropriate taxing authority.


 


(b)           The
Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and
the Company hereby consents thereto. The Grantee has delivered with this Agreement a completed, executed copy of the election form
attached hereto as Annex B. The Grantee agrees to file the election (or to permit GMR OP to file such election on the
Grantee’s behalf) within thirty (30) days after the Closing Date with the IRS Service Center at which such Grantee files
his personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for
the taxable year in which the LTIP Units are awarded to the Grantee.


 






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(c)           The
Grantee hereby agrees that it does not have the intention to dispose of the LTIP Units subject to this Award within two years of
receipt of such LTIP Units. GMR OP and the Grantee hereby agree to treat the Grantee as the owner of the LTIP Units from the Grant
Date. The Grantee hereby agrees to take into account the distributive share of GMR OP income, gain, loss, deduction, and credit
associated with the LTIP Units in computing the Grantee’s income tax liability for the entire period during which the Grantee
has the LTIP Units.


 


(d)           The
Grantee hereby recognizes that the IRS has proposed regulations under Sections 83 and 704 of the Code that may affect the proper
treatment of the LTIP Units for federal tax purposes. In the event that those proposed regulations are finalized, the Grantee hereby
agrees to cooperate with GMR OP in amending this Agreement and the Partnership Agreement, and to take such other action as may
be required, to conform to such regulations.


 


(e)           The
Grantee hereby recognizes that changes in applicable law may affect the federal tax consequences of owning and disposing of LTIP
Units.


 


9.           Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution, without the prior written consent of the Company.


 


10.         Amendment.
The Grantee acknowledges that the Plan may be amended or canceled or terminated in accordance with Article XVIII thereof and that
this Agreement may be amended or cancelled by the Committee, on behalf of GMR OP, for the purpose of satisfying changes in law
or for any other lawful purpose, provided that no such action shall adversely affect the Grantee’s rights under this Agreement
without the Grantee’s written consent. The provisions of Section 5 of this Agreement applicable to the termination
of the LTIP Units covered by this Award in connection with a Transaction (as defined in Section 5 of this Agreement) shall
apply, mutatis mutandi to amendments, discontinuance or cancellation pursuant to this Section 10 or the Plan.


 


11.         No
Obligation to Continue Directorship. Neither the Company nor one of its Affiliates is obligated by or as a result of the
Plan or this Agreement to continue the Grantee as a director of the Company and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any of its Affiliates to terminate the directorship of the Grantee at any time.


 


12.         Notices.
Notices hereunder shall be mailed or delivered to GMR OP at its principal place of business and shall be mailed or delivered to
the Grantee at the address on file with GMR OP or, in either case, at such other address as one party may subsequently furnish
to the other party in writing.


 






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13.         Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles. The parties agree that any action or proceeding arising directly, indirectly or otherwise
in connection with, out of, related to or from this Agreement, any breach hereof or any action covered hereby, shall be resolved
within the State of Delaware and the parties hereto consent and submit to the jurisdiction of the federal and state courts located
within Delaware.


 


14.         Closing
Date. As used herein, “Closing Date” shall mean the date of the closing of issuance of Common Stock
pursuant to the initial offering and placement transaction between the Company and Wunderlich Securities, Inc.


 


[Signatures appear on following page.]


 






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	 	GLOBAL MEDICAL REIT INC.
	 	a Maryland real estate investment trust
	 	 
	 	 
	 	Name:
	 	Title:
	 	Date:
	 	 	 
	 	GLOBAL MEDICAL REIT L.P.
	 	a Delaware limited partnership
	 	 	 
	 	By:	GLOBAL MEDICAL REIT GP LLC
	 	 	its general partner
	 	 	 
	 	By:	GLOBAL MEDICAL REIT INC.
	 		its sole member
	 	 
	 	 
	 	Name:
	 	Title:
	 	Date:


 


The foregoing agreement
is hereby accepted and the terms and conditions thereof hereby agreed to by the Grantee.


 


	Date:	 
	 	Grantee’s Signature
	 	 
	 	Grantee’s name and address:
	 	Name:	 
	 	Address:	 
	 	 	 
	 	 	 


 


[Signature page to LTIP
Unit Vesting Agreement – Directors]


 




    	 	 	 



     


    

ANNEX A


 


FORM OF LIMITED PARTNER SIGNATURE PAGE


 


The Grantee desiring to
become one of the within named Partners of Global Medical REIT L.P. (“GMR OP”), hereby becomes a party to the
Agreement of Limited Partnership (as amended from time to time, the “Partnership Agreement”) of GMR OP, by and
among Global Medical REIT GP LLC, as general partner (the “General Partner”), and the Limited Partners, effective
as of the Closing Date (as defined in the LTIP Unit Vesting Agreement, dated ____________, ____, among the Grantee, Global Medical
REIT Inc. and GMR OP). The Grantee agrees to be bound by the Partnership Agreement. The Grantee also agrees that this signature
page may be attached to, and hereby authorizes the General Partner to attach this signature page to, any counterpart of the Partnership
Agreement.


 


	Date:	 
	 	Signature of Limited Partner
	 	 
	 	Limited Partner’s name and address:
	 	Name:	 
	 	Address: