Exhibit 10.6


 


GLOBAL MEDICAL REIT INC.


2016 EQUITY INCENTIVE PLAN


 


LTIP UNIT VESTING AGREEMENT


 


	Name of Grantee:	[CEO: Jeffrey Busch][CFO: Robert J.
    Kiernan][CIO: Alfonzo Leon]
	Number of LTIP Units:	[ ____ ]
	Grant Date:	July 9, 2020
	Final Acceptance Date:	July 9, 2020
	 




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 Grant Date specified above, 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 Grant 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 employment with the Company and its Affiliates terminates shall be forfeited as of the date that such
employment 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 the LTIP Units granted herein in the amounts and on the Vesting Dates specified below:


 


	
        Portion of

        Award to Vest
	Vesting Date
	25%	First Anniversary of the Grant Date
	25%	Second Anniversary of the Grant Date
	25%	Third Anniversary of the Grant Date
	25%	Fourth Anniversary of the Grant Date
	Total: 100% of Award


 


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 in the continuous employ of the Company or an Affiliate
from the Grant Date until such date:


 


(a)              
the date that the Grantee’s employment with the Company and its Affiliates ends on account of the Grantee’s
termination of employment by the Company or its Affiliates without Cause (as defined in that certain Employment Agreement by and
between Inter-American Management LLC (“IAM”) and [CEO: Jeffrey Busch][CFO: Robert J. Kiernan][CIO:
Alfonzo Leon], dated as of July 9, 2020 (the “Employment Agreement”), or by the Grantee for Good Reason (as
defined in the Employment Agreement); provided that the Grantee executes the Release (as defined in Section 7(f)(i) of the Employment
Agreement) on or before the Release Expiration Date (as defined in Section 7(f)(v) of the Employment Agreement), and does not revoke
such Release within any time provided in such Release to do so;


 


(b)              
the date that the Grantee’s employment ends on account of the Grantee’s death or Disability (as defined
in the Employment Agreement); or


 


(c)              
the date of a Change in Control (as defined in the Employment Agreement) in which, following such Change in Control,
the Employment Agreement is not, either expressly or by operation of law, assumed by the surviving entity or the successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the stock, business, and/or
assets of IAM (as applicable), unless such failure to assume occurs with the Grantee’s prior written consent.


 






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Notwithstanding any provision herein to
the contrary, in the event of any inconsistency between this Section 4 and the Employment Agreement, the terms of the Employment
Agreement shall control.


 


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;


 


(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.


 






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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 Grant 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.


 


(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.


 









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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 Employment. Neither the Company nor any one of its Affiliates is obligated
by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall
interfere in any way with the right of the Company or its Affiliates to terminate the employment 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.


 


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.


 


[Signatures appear on following page.]


 






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	 	GLOBAL MEDICAL REIT INC.
	 	a Maryland corporation
	 	 
	 	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:
    [CEO: Jeffrey Busch][CFO:
    Robert J. Kiernan][CIO: Alfonzo Leon]
	 	 
	 	Address:




 


[Signature page to LTIP Unit Vesting
Agreement]


 






     


     


    

 


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 Grant Date (as specified in the LTIP Unit Vesting Agreement, dated July 9, 2020, 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:	
	 	 
	 	 




 


Annex
A






     


     


    

 


ANNEX B


 


ELECTION TO INCLUDE IN GROSS INCOME IN
YEAR OF 


TRANSFER OF PROPERTY PURSUANT TO SECTION
83(b) 


OF THE INTERNAL REVENUE CODE


 


The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”),
with respect to the property described below and supplies the following information in accordance with the regulations promulgated
thereunder:


 


	 	 	 	 	 
	 	1.	The name, address and taxpayer identification number of the undersigned are:
	 	 	Name:  _______________________________________ (the “Taxpayer”)
	 	 	 
	 	 	Address:  	______________________________________
	 	 	 	______________________________________
	 	 	 	______________________________________
	 	 	 	 
	 	 	Social security number:  ___________________________
	 	 	 
	 	2.	Description of property with respect to which the election is being made:
	 	 	 	 
	 	 	             LTIP Units (the “LTIP Units”) in Global Medical REIT L.P. (“GMR OP”).
	 	 	 	 
	 	3.	The date on which the LTIP Units were transferred is July 9, 2020.  The taxable year to which this election relates is calendar year 2020.
	 	 	 	 
	 	4.	The LTIP Units are subject to the following restrictions:
	 	 	 	 
	 	 	(a)	The LTIP Units are subject to a substantial risk of forfeiture and are nontransferable on the date of transfer.
	 	 	 	 
	 	 	(b)	The Taxpayer’s LTIP Units vest and become transferable based on the Taxpayer’s continued employment.
	 	 	 	 
	 	5.	The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0.00 per LTIP Unit.
	 	 	 	 
	 	6.	The amount paid by the Taxpayer for the LTIP Units was $0.00 per LTIP Unit.
	 	 	 
	 	7.	The amount to include in gross income is $0.00. 


   


	 	8.	A copy of this statement has been furnished to GMR OP and to its general partner, Global Medical REIT GP LLC.


 


[Signature Page Follows]


 


Signature
Page to Annex B


 






     


     


    

 


	Dated: _________, 2020  	 	 
	 	Signature of the Taxpayer	 
	 	 	 	 
	 	Taxpayer’s name and address:	 
	 	 	 	 
	 	Name:	 	 
	 	
         

        Address:
	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
         

         
	 
	 	 	 	 


  


The undersigned hereby
consents to the making, by the undersigned’s spouse, of the foregoing election pursuant to Section 83(b) of the Code.


  


	 Dated: _________, 2020	 	 
	 	Signature of the Taxpayer’s Spouse	 
	 	 	 	 
	 	Spouse’s name and address:	 
	 	 	 	 
	 	Name:	 	 
	 	
         

        Address:
	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Signature
Page to Annex B