Exhibit 4.2


 


AGREEMENT AND PLAN OF CONVERSION


 


This AGREEMENT AND
PLAN OF CONVERSION (the “Agreement”) is dated as of December 23, 2013, by and among Scoop Media,
Inc., a Nevada corporation (“Scoop Media”) and Global Medical REIT, Inc., a Maryland corporation (the
“Corporation”).


 


RECITALS


 


A.          Scoop Media was
formed in the state of Nevada on March 18, 2011,


 


B.          Global Medical
will be a corporation organized under the laws of the State of Maryland,


 


C.          Section 92A.195
of the Nevada Revised Statutes (the “NRS”) and Title 3, Subtitle 9 of the Annotated Code of
Maryland (the “ACM”) permit the conversion of one entity into another,


 


D.          This Agreement
is being adopted in order to facilitate future capital raising efforts of Global Medical, including, but not limited to, a public
offering or other transaction involving its securities,


 


E.          Upon the terms
and subject to the conditions of this Agreement and in accordance with the NRS and the ACM, Scoop Media will be converted into
a Maryland corporation (the “Conversion”),


 


F.          A majority of
the shareholders and the Board of Directors of Scoop Media, have deemed it to be in their respective best interests, and in the
best interest of Scoop Media, for Scoop Media to adopt the Agreement and convert into a Maryland corporation at the Effective Time
(as defined below),


 


G.          In connection
with the Conversion, one (1) share of common stock, $0.001 par value per share, of Scoop Media shall be converted into one (1)
share of common stock, $0.001 par value per share of Global Medical as provided in this Agreement, and


 


H.          The Parties intend
for the transactions contemplated by this Agreement to be governed by Sections 351 and 368 of the Internal Revenue Code of 1986,
as amended (the “Code”).


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 




     1


     

    

 


Article
1.


THE
CONVERSION


 


1.1          The
Conversion. At the Effective Time (as defined below), Scoop Media shall be converted into Global Medical and, for all purposes
of the laws of the State of Maryland, the Conversion shall be deemed a continuation of the existence of Scoop Media in the form
of a Maryland corporation. At the Effective Time, for all purposes of the laws of the State of Maryland, all of the rights, privileges
and powers of Scoop Media, and all property, real, personal and mixed, and all debts due to Scoop Media, as well as all other things
and causes of action belonging to Scoop Media, shall remain vested in Global Medical and shall be the property of Global Medical,
and the title to any real property vested by deed or otherwise in Scoop Media shall not revert or be in any way impaired by reason
of any provision of the NRS; but all rights of creditors and all liens upon any property of Scoop Media shall be preserved unimpaired,
and all debts, liabilities and duties of Scoop Media shall remain attached to Global Medical, and may be enforced against it to
the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a
corporation.


 


1.2          Effective
Time. The Conversion shall become effective upon the filing with the state of Maryland (such time of effectiveness, the
“Effective Time”): (i) the Articles of Conversion in the form Attached hereto as Exhibit A
(the “Articles of Conversion”) and (ii) the Articles of Incorporation of Global Medical in the form
attached hereto as Exhibit B (the “Articles of Incorporation”).


 


1.3          Articles
of Incorporation and Bylaws of Global Medical. At and after the Effective Time, Global Medical shall be governed by the
Articles of Incorporation and the By-Laws of Global Medical (the “By-Laws”), both of which shall be in
the forms attached hereto as Exhibit B and Exhibit C.


 


1.4          Directors
and Officers. The initial director of Global Medical shall be Conn Flanigan. The initial officers of Global Medical shall
be determined by the Board of Directors of Global Medical, promptly following the Conversion, in each case until their respective
successors are duly elected or appointed and qualified.


 


1.5          Approval.


 


(a)          Scoop
Media. The Conversion contemplated by this Agreement has been unanimously approved by the Board of Directors of Scoop Media
in the manner required by the NRS and ratified by a majority of the shareholders of Scoop Media.


 


(b)          Global
Medical. The Conversion contemplated by this Agreement has been unanimously approved by the Board of Directors of Global Medical.
No approval by the shareholders of Global Medical was required as none of its shares of stock have been issued prior to the Effective
Date.


 


1.6          Termination.
This Agreement may be terminated and/or the Conversion abandoned at any time prior to the Effective Time by the action of Scoop
Media. In the event of termination of this Agreement and/or abandonment of the Conversion, this Agreement shall become void and
of no further force and effect without liability on the part of any party hereto or their respective officers and agents.


 




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Article
2.


CONVERSION;
CERTIFICATES


 


2.1          Conversion
of Units. At the Effective Time, by virtue of the Conversion and without any action on the part of Scoop Media, its shareholders
or Global Medical, each share of common stock of Scoop Media shall be canceled, extinguished and converted into one (1) share of
common stock of Global Medical; provided, however, no fractional shares of common stock shall result from the Conversion
and shall be rounded up to the nearest whole share. All of such outstanding shares of common stock of Scoop Media when so converted,
shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights
with respect thereto, except the right to receive the common stock of Global Medical specified in this Section 2.1.


 


2.2          Registration
of Shares.


 


(a)          Registration
in Book-Entry. Shares of common stock issued in connection with the Conversion shall be uncertificated, and Global Medical
shall register, or cause to be registered, such shares of its common stock into which each share of Scoop Media shall have been
converted as a result of the Conversion in book-entry form.


 


(b)          No
Further Rights in Scoop Media Common Stock. The shares of common stock of Global Medial issued upon the conversion of the outstanding
shares of common stock of Scoop Media in accordance with the terms hereof shall be deemed to have been issued in full satisfaction
of all rights pertaining to such common stock, and shall, when issued, be duly authorized, validly issued, fully paid and nonassessable
shares of common stock of Global Medical, as applicable.


 


Article
3.

COVENANTS OF THE PARTIES


 


Each of the Parties
hereto agrees that:


 


3.1          Subject
to the terms and conditions of this Agreement, each Party will use their reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary or desirable to consummate the transactions contemplated by this
Agreement. Each Party shall execute and deliver such other documents, certificates, agreements and other writings and to take such
other actions as may be necessary or appropriate in order to consummate or implement expeditiously the transactions contemplated
by this Agreement.


 


3.2          The
Parties agree to treat, for U.S. federal, state and local Tax purposes, the transactions contemplated by this Agreement and the
Merger Agreement as governed by Sections 351 and 368 of Code and to report consistently with such treatment for all U.S. federal,
state and local Tax purposes. Each Party hereto has consulted with and is relying on its own tax counsel with respect to the tax
consequences of the transactions contemplated by this Agreement and the Merger Agreement.


 




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IN WITNESS WHEREOF,
Scoop Media has caused this Agreement of Conversion to be duly executed as of the date first above written.


 


	Scoop Media, Inc.	 	Global Medical REIT, Inc.
	 	 	 
	By:	
        /s/ Conn Flanigan
	 	By:	
        /s/ Conn Flanigan

	Name:	Conn Flanigan	 	Name:	Conn Flanigan
	Title:	Chief Executive Officer	 	Title:	Director, Secretary


 




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Exhibit A


Articles of Conversion


 




    A-1


     

    

 


Exhibit B


Articles of Incorporation
of Global Medical REIT Inc.


 




    B-1


     

    

 


Exhibit C


By-Laws of Global Medical
REIT Inc.


 




    C-1