Exhibit 4.3


 


DEBT CONVERSION AGREEMENT


 


This DEBT CONVERSION
AGREEMENT (this “Agreement”) is dated July 17, 2014 (the “Effective Date”),
by and between Heng Fai Enterprises Limited, a Hong Kong company (“Holder”), and Global Medical REIT
Inc., a Maryland corporation (“GMR”).


 


RECITALS:


 


WHEREAS, the
Holder has lent GMR a total of $7,468,142.00 as of June 1, 2014 (the “Debt”);


 


WHEREAS, Holder
desires to convert the Debt into GMR’s convertible debenture in the form attached hereto as Exhibit A (the “Convertible
Debenture”) which convertible debenture shall be convertible into shares of GMR’s common stock, $0.001 par
value per share (the “Common Stock”) at a conversion price of $0.03187 per share and GMR desires to issue
its Convertible Debenture to Holder in exchange for the Debt; and


 


WHEREAS, Holder
and GMR intend this conversion to be completed pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.


 


NOW, THEREFORE,
in consideration of the premises and of the terms and conditions herein contained, the parties mutually agree as follows:


 


1.           Conversion
of Debt.


 


1.1           As
of the Effective Date, the Debt shall be converted into the Convertible Debenture with a principal amount of $7,468,142.00.


 


2.           Representations
and Warranties of GMR.


 


2.1           Authorization.
The execution, delivery and performance by GMR of this Agreement and the performance of all of GMR’s obligations hereunder
have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by GMR This
Agreement constitutes the valid and binding obligation of GMR enforceable in accordance with its terms. The execution and performance
of the transactions contemplated by this Agreement and compliance with its provisions by GMR will not conflict with or result in
any breach of any of the terms, conditions, or provisions of, or constitute a default under, its Articles of Incorporation or Bylaws
or any agreement to: which GMR is a party or by which it or any of its properties is bound.


 


2.2           Issuance
of Shares. The issuance and delivery of the Convertible Debenture in accordance with this Agreement has been duly authorized
by all necessary corporate action on the part of GMR, and the underlying shares of Common Stock to be delivered pursuant to the
Convertible Debenture, when so delivered, will have been duly and validly authorized and issued by the Company and will be fully
paid and nonassessable.


 




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2.3           Binding
Obligation. Assuming the due execution and delivery of this Agreement, this Agreement constitutes the valid and binding obligation
of GMR, enforceable against GMR in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to
general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.


 


3.           Miscellaneous.


 


3.1           No
Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties and
their respective successors and permitted assigns.


 


3.2           Entire
Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they
related in any way to the subject matter hereof.


 


3.3           Counterparts.
This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


3.4           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (without regard
to conflict of laws).


 


3.5           No
Waiver/Amendments. Any waiver by either party to this Agreement of any provision of this Agreement shall not be construed as
a waiver of any other provision of this Agreement, nor shall such waiver be construed as a waiver of such provision respecting
any future event or circumstance. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing
and signed by both parties.


 


3.6           Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.


 


3.7           Costs.
Each party will bear the costs and expenses incurred by it in connection with this Agreement and the transaction contemplated thereby.


 


3.8           Survival
of Terms. All representations, warranties and covenants contained in this Agreement or in any certificates or other instruments
delivered by or on behalf of the parties hereto shall be continuous and survive the execution of this Agreement.


 


3.9           Assignment.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of any assignee, subject to the terms and conditions hereof.


 


3.10         Headings.
The headings used in this Agreement are for convenience only and shall not by themselves determine the interpretation, construction
or meaning of this Agreement.


 




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3.11         Additional
Assurances. Holder agrees to furnish to GMR, promptly upon GMR’s written request therefor, such additional documents
or instruments, if any, in connection with the conversion of the Debt into the Common Stock, GMR, or its agent may require.


 


3.12         Attorneys’
Fees and Costs. In the event any party to this Agreement shall be required to initiate legal proceedings to enforce performance
of any term or condition of this Agreement, including, but not limited to, the interpretation of any term or provision hereof the
payment of moneys or the enjoining of any action prohibited hereunder, the prevailing party shall be entitled to recover such sums
in addition to any other damages or compensation received, as will reimburse the prevailing party for reasonable attorneys’
fees and court costs incurred on account thereof (including, without limitation, the costs of any appeal) notwithstanding the nature
of the claim or cause of action asserted by the prevailing party.


 




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IN WITNESS WHEREOF,
the Holder and GMR have caused this Agreement to be executed as of the day and year first above written.


 


	 	HOLDER
	 	 
	 	Heng Fai Enterprises Limited
	 	 
	 	By:	/s/ Tong Wan Chan
	 	 	Tong Wan Chan
	 	 
	 	Global Medical REIT, Inc.
	 	 
	 	By:	/s/ Conn Flanigan
	 	 	Conn Flanigan


 




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Exhibit
A


 


Convertible Debenture


 








    	 	A-1