8-K
Chiron Real Estate Inc. (XRN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest eventreported): November 13, 2025
Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37815 | 46-4757266 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
7373 Wisconsin Avenue, Suite 800
Bethesda, MD
20814
(Address of Principal Executive Offices)
(Zip Code)
(202) 524-6851
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbols: | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, par value $0.001 per share | GMRE | NYSE |
| Series A Preferred Stock, par value $0.001 per share | GMRE PrA | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
Underwriting Agreement
On November 13, 2025, Global Medical REIT Inc. (the “Company”) and Global Medical REIT L.P., the Company’s operating partnership (the “Operating Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., BMO Capital Markets Corp., Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as the representatives of the underwriters named in Schedule A thereto (the “Underwriters”), for the issuance and sale of 2,000,000 shares of its 8.00% Series B cumulative redeemable preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), at a public offering price of $25.00 per share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Series B Preferred Stock at the public offering price per share to cover over-allotments, if any.
The Offering is expected to close on November 20, 2025, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Operating Partnership, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Venable LLP, Maryland counsel to the Company, relating to the legality of the shares of Series B Preferred Stock is filed as Exhibit 5.1 hereto.
First Amendment to Agreement of LimitedPartnership of the Operating Partnership
In connection with the Offering, the Agreement of Limited Partnership of the Operating Partnership was amended to provide for the issuance of up to 2,300,000 of the Operating Partnership’s 8.00% Series B Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the “Series B Preferred Units”). Such amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company intends to contribute the net proceeds from the sale of the Series B Preferred Stock to the Operating Partnership in exchange for the same number of Series B Preferred Units. The Series B Preferred Units have economic terms that mirror the terms of the Series B Preferred Stock. The issuance of the Series B Preferred Units is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 3.03 | Material Modification to Rights of Security Holders. |
|---|
On November 18, 2025, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 2,300,000 shares of the Company’s authorized preferred stock as shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share (“Series B Preferred Stock”), with the powers, preferences and privileges as set forth in the Articles Supplementary. The Articles Supplementary were effective upon filing.
Upon issuance of the Series B Preferred Stock, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of capital stock of the Company ranking junior to or on a parity with the Series B Preferred Stock, will be subject to certain restrictions in the event that the Company does not declare distributions on the Series B Preferred Stock during any distribution period.
A summary of the material terms of the Series B Preferred Stock is set forth under the caption “Description of Series B Preferred Stock” in the Company’s prospectus supplement, dated November 13, 2025, which forms a part of the Company’s registration statement on Form S-3 (Registration No. 333-276248), and is hereby incorporated by reference into this Item 3.03.
The foregoing description is not complete and is qualified in its entirety by the full terms of the Series B Preferred Stock as set forth in the Articles Supplementary. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference. The form of Series B Preferred Stock Certificate is filed as Exhibit 4.1 hereto.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Global Medical REIT Inc. | |
|---|---|
| By: | /s/ Jamie A. Barber |
| Jamie A. Barber | |
| Secretary and General Counsel |
Dated: November 18, 2025
Exhibit 1.1
2,000,000 Shares
GLOBAL MEDICAL REIT INC.
8.00% Series B Cumulative Redeemable PreferredStock
UNDERWRITING AGREEMENT
November 13, 2025
Raymond James & Associates, Inc.
BMO Capital Markets Corp.
Stifel, Nicolaus & Company, Incorporated
Robert W. Baird & Co. Incorporated
As Representatives of the Several Underwriters
named in Schedule A hereto
| c/o | Raymond James &<br> Associates, Inc. |
|---|---|
| 880 Carillon Parkway, Tower<br> 3 | |
| St. Petersburg, FL 33716 | |
| c/o | BMO Capital Markets Corp. |
| 151 W 42nd St | |
| New York, NY 10036 | |
| c/o | Stifel, Nicolaus &<br> Company, Incorporated |
| 501 North Broadway, 10th Floor | |
| Saint Louis, MO 63102 | |
| c/o | Robert W. Baird & Co.<br> Incorporated |
| 777 E. Wisconsin Avenue | |
| Milwaukee, Wisconsin 53202 |
Dear Ladies and Gentlemen:
Global Medical REIT Inc., a Maryland corporation (the “Company”), together with Global Medical REIT L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), agrees with you, as the representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters 2,000,000 shares (the “Firm Securities”) of its 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Securities” or the “Series B Preferred Stock”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of up to 300,000 additional Securities (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Pursuant to the Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership and the Fourth Amendment to the OP Agreement (the “Amendment”), to be entered into at the First Closing Date (as defined below), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date and (b) any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of 8.00% Series B Cumulative Redeemable Preferred Units of partnership interest in the Operating Partnership (the “Series B Preferred OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company Series B Preferred OP Units”).
| 1. | Representations and Warranties of the Company and the Operating Partnership. |
|---|---|
| (a) | The Company and the Operating Partnership, jointly and severally, represent and warrant to, and agree<br>with, the several Underwriters that: |
| --- | --- |
| (i) | Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed<br>with the Commission (as defined below) a registration statement on Form S-3, as amended (No. 333-276248), covering the registration<br>of the Offered Securities under the Act, including a base prospectus (the “Base Prospectus”). Such registration statement,<br>as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Act<br>(as defined below), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed<br>to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Act, shall be referred to as the “Registration<br>Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Act in connection with<br>the offer and sale of the Offered Securities is called the “Rule 462(b) Registration Statement,” and from<br>and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement”<br>shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated November 13, 2025 describing<br>the Offered Securities and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus,<br>is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base<br>Prospectus in preliminary form that describes the Offered Securities and the offering thereof and is used prior to the filing of the Prospectus<br>(as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term<br>“Prospectus” shall mean the final prospectus supplement to the Base Prospectus, dated the date hereof, that describes<br>the Offered Securities and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus,<br>in the form first used by the Underwriters to confirm sales of the Offered Securities or in the form first made available to the Underwriters<br>by the Company to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Preliminary Prospectus,<br>any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such<br>prospectus, including all documents incorporated or deemed to be incorporated by reference therein. |
| --- | --- |
The Registration Statement has been declared effective under the Act. The Offered Securities all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission. The Company and the transactions contemplated by this Agreement meets the requirements for use of, and comply with the applicable conditions set forth in, Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act.
For purposes of this Agreement:
“430B Information,” with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430B(b).
“Act” means the Securities Act of 1933, as amended.
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“Applicable Time” means 5:05 p.m. (Eastern time) on the date of this Agreement.
“Closing Date” means the First Closing Date and each Optional Closing Date, if any.
“Commission” means the Securities and Exchange Commission.
“Effective Time” with respect to the Registration Statement, means the date and time as of which such Registration Statement or post-effective amendment thereto was declared effective by the Commission.
“Environmental Law” means any federal, state or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“General Disclosure Package” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the information and free writing prospectuses, if any, identified in Schedule B hereto.
“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show”, as defined in Rule 433 (a “Bona Fide Electronic Road Show”)), as evidenced by its being so specified in Schedule B to this Agreement.
“Governmental Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.
“Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
“LTIP Units” means the special units of partnership interest of the Operating Partnership having the rights, preferences and other privileges designated in the OP Agreement.
“OP Units” means common units of limited partnership in the Operating Partnership.
“Registration Statement” without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430B Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430B.
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“Rules and Regulations” means the rules and regulations of the Commission.
“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange (the “NYSE”) (“Exchange Rules”).
“Series A Preferred Stock” means the Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share.
“Series A Preferred OP Units” means the 7.50% Series A Cumulative Redeemable Preferred Units of partnership interest in the Operating Partnership.
“Statutory Prospectus” means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof. For purposes of this definition, 430B Information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement shall be considered to be included in the Statutory Prospectus as of the actual time that such form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act.
“Subsidiaries” means those subsidiaries listed on Schedule C hereto.
Unless otherwise specified, a reference to a “rule” or “Rule” is to the indicated rule under the Act or the Exchange Act as applicable.
| (ii) | Compliance with Securities Act Requirements. (1) At the Effective Time, (2) on the date<br>of this Agreement and (3) on each Closing Date, (A) the Registration Statement or any post-effective amendment thereto complied<br>and will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not, does not and will not<br>include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein<br>or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the<br>Preliminary Prospectus, on any date of use, complied in all material respects with the Act (including without limitation Section 10<br>of the Act) and at no time during the period that begins on the date of the Preliminary Prospectus and the date on which the Preliminary<br>Prospectus was filed with the Commission and ends immediately prior to the execution of this Agreement did the Preliminary Prospectus<br>contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in<br>light of the circumstances under which they were made, not misleading; and (C) the Prospectus and each amendment or supplement thereto,<br>as of their respective issue dates, complied and will comply in all material respects with the Act and the Rules and Regulations,<br>and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time<br>of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue<br>statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein,<br>in light of the circumstances under which they were made, not misleading. The representations and warranties contained herein do not apply<br>to statements in or omissions from any document discussed herein based upon written information furnished to the Company by any Underwriter<br>through the Representatives specifically for use therein, it being understood and agreed that such information is only that described<br>as such in Section 8(b) hereof (collectively, the “Underwriter Information”). The Preliminary<br>Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities were or<br>will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to<br>the extent permitted by Regulation S-T. |
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| (iii) | Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under<br>the Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering<br>of the Offered Securities. |
|---|---|
| (iv) | General Disclosure Package. As of the Applicable Time and on each Closing Date, none of (A) the<br>General Disclosure Package, (B) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General<br>Disclosure Package and/or (C) each road show (as defined in Rule 433(h)), if any, when considered together with, and as may<br>be corrected by, the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted,<br>omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under<br>which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus, Issuer<br>Free Writing Prospectus or road show made in reliance upon and in conformity with the Underwriter Information. |
| --- | --- |
| (v) | Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and,<br>to the extent not superseded or modified, at all subsequent times through the completion of the public offer and sale of the Offered Securities<br>did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained<br>in the Registration Statement, the Prospectus or any preliminary prospectus. Each Issuer Free Writing Prospectus conformed, conforms or<br>will conform in all respects to the requirements of the Act and the Rules and Regulations. The Company has not made any offer relating<br>to the Offered Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives;<br>provided that such consent is deemed to have been given with respect to each Issuer Free Writing Prospectus identified on Schedule<br>B to this Agreement. The Company (A) has filed or will file each Issuer Free Writing Prospectus required to be filed with<br>the Commission pursuant to the Act and the Rules and Regulations in accordance therewith and/or (B) has retained or will retain<br>in accordance with the Act and the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed<br>pursuant to the Act and the Rules and Regulations. The Company has made any Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(i) such<br>that no filing of any road show is required in connection with the offering of the Offered Securities. |
| --- | --- |
| (vi) | Good Standing of the Company and the Operating Partnership. The Company has been duly organized<br>and is existing and in good standing under the corporate laws of the State of Maryland, with the full corporate power and authority to<br>own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus;<br>and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership<br>or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not,<br>individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations,<br>business, properties or prospects of the Company, the Operating Partnership and each of their respective subsidiaries taken as a whole<br>(a “Material Adverse Effect”). The Operating Partnership has been duly formed and is validly existing as a limited<br>partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business<br>as described in the Registration Statement, the General Disclosure Package and the Prospectus; and the Operating Partnership is duly qualified<br>to do business as a foreign organization in good standing in all other jurisdictions in which its ownership or lease of property or the<br>conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate,<br>result in a Material Adverse Effect. |
| --- | --- |
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| (vii) | Subsidiaries. Each Subsidiary of the Company and the Operating Partnership has been duly organized<br>and is existing and in good standing under the laws of the jurisdiction of its organization, with power and authority to own its properties<br>and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus except where the<br>failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; and each subsidiary of the<br>Company and the Operating Partnership is duly qualified to do business as a foreign organization in good standing in all other jurisdictions<br>in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be<br>so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; all of the issued and outstanding membership<br>interests of each subsidiary of the Company and the Operating Partnership has been duly authorized and validly issued and is fully paid<br>and nonassessable; and the membership interests of each subsidiary of the Company or the Operating Partnership is owned by the Company<br>or the Operating Partnership, directly or through subsidiaries, free from liens, encumbrances and defects, except as set forth in the<br>Registration Statement, the General Disclosure Package and the Prospectus. Except for the shares or membership interests of each of the<br>subsidiaries owned by the Company, the Operating Partnership or such subsidiaries, neither the Company, the Operating Partnership or such<br>subsidiaries owns any shares of stock or any other equity securities of any corporation or has any equity interest in any firm, partnership,<br>association or other entity, except as described in the Registration Statement, the General Disclosure Package and the Prospectus. |
|---|---|
| (viii) | Offered Securities. The Offered Securities and all outstanding shares of capital stock of the Company<br>have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General<br>Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations,<br>agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the<br>Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid<br>for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable,<br>will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description<br>of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities;<br>none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any<br>security holder; and the forms of certificates used to represent the Offered Securities will comply in all material respects with all<br>applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company and any requirements<br>of the NYSE. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and will<br>be no outstanding warrants, rights or options to subscribe for or purchase from the Company any shares of common stock, par value $0.001<br>per share, of the Company (the “Common Stock”), Series A Preferred Stock or Series B Preferred Stock or any<br>such convertible or exchangeable securities or obligations of the Company to issue or sell any shares of Common Stock, Series A Preferred<br>Stock or Series B Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or<br>options. |
| --- | --- |
| (ix) | OP Units and Preferred OP Units. |
| --- | --- |
| (1) | OP Units. All outstanding OP Units have been duly authorized; all outstanding OP Units are validly<br>issued and conform to the description of such OP Units in the Registration Statement, the General Disclosure Package and the Prospectus<br>and were sold in compliance with all applicable federal and state securities laws. Except as disclosed in the Registration Statement,<br>the General Disclosure Package and the Prospectus, there are no outstanding (a) securities or obligations of the Operating Partnership<br>convertible into or exchangeable or redeemable for any partnership interests of the Operating Partnership or (b) warrants, rights<br>or options to subscribe for or purchase from the Operating Partnership any such partnership interests or any such convertible or exchangeable<br>securities or obligations of the Operating Partnership to issue or sell any partnership interests, any such convertible or exchangeable<br>securities or obligations, or any such warrants, rights or options. As of the date hereof, there are 13,850,642 OP Units outstanding,<br>of which the Company owns, directly or indirectly, 13,406,758 OP Units, and there are 543,326 vested and 159,965 unvested LTIP Units outstanding. |
| --- | --- |
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| (2) | Preferred OP Units. All outstanding Series A Preferred OP Units have been duly authorized;<br>all outstanding Series A Preferred OP Units are validly issued and were sold in compliance with all applicable federal and state<br>securities laws. The Company Series B Preferred OP Units have been duly authorized; when the Company Series B Preferred OP Units<br>have been delivered and paid for in accordance with the OP Agreement, the Company Series B Preferred OP Units will be validly issued<br>and will conform to the description of such Company Series B Preferred OP Units in the Registration Statement, the General Disclosure<br>Package and the Prospectus, and all Company Series B Preferred OP Units will be issued and sold in compliance with all applicable<br>federal and state securities laws. The Company Series B Preferred OP Units will not be issued in violation of any preemptive or similar<br>rights of any security holders. As of the date hereof, there are no Series B Preferred OP Units outstanding and at the Closing Date,<br>there will be 2,000,000 Series B Preferred OP Units outstanding (assuming the Underwriters do not purchase the Optional Securities<br>at the Closing Date). As of the date hereof, there are 3,105,000 Series A Preferred OP Units outstanding, of which the Company owns,<br>directly or indirectly, 3,105,000 Series A OP Units. |
|---|---|
| (x) | No Finder’s Fee. Except with respect to the Underwriters pursuant to this Agreement, there<br>are no contracts, agreements or understandings between the Company or any of its affiliates and any person that would give rise to a valid<br>claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this<br>offering (except as contemplated hereby). |
| --- | --- |
| (xi) | Registration Rights. There are no contracts, agreements or understandings between the Company,<br>the Operating Partnership or their respective subsidiaries, on the one hand, and any person, on the other hand, granting such person the<br>right to require the Company, the Operating Partnership or such subsidiaries to file a registration statement under the Act with respect<br>to any securities of the Company, the Operating Partnership or their respective subsidiaries owned or to be owned by such person or to<br>require the Company, the Operating Partnership or such subsidiaries to include such securities in the securities registered pursuant to<br>a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company, the<br>Operating Partnership or such subsidiaries under the Act (collectively, “registration rights”) except for the registration<br>rights granted pursuant to the OP Agreement. |
| --- | --- |
| (xii) | Articles Supplementary. The articles supplementary of the Company designating the rights and preferences<br>of the Offered Securities (the “Articles Supplementary”) on or prior to the First Closing Date will be filed with the<br>State Department of Assessments and Taxation of the State of Maryland (“SDAT”) and comply with all applicable requirements<br>under the Maryland General Corporation Law (the “MGCL”). |
| --- | --- |
| (xiii) | [Reserved]. |
| --- | --- |
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| (xiv) | Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or<br>registration with, any Governmental Authority is required for the consummation of the transactions contemplated by this Agreement, the<br>OP Agreement or in connection with the offering, issuance and sale of the Offered Securities by the Company, other than (i) the filing<br>of the Prospectus under the Act, (ii) any necessary qualification under the Securities Act or blue sky laws of the various jurisdictions<br>in which the Offered Securities are being offered by the Underwriters, (iii) such approvals as have been obtained in connection with<br>the approval of the Offered Securities for listing on the NYSE, or (iv) under the FINRA Conduct Rules. No consent, approval, authorization,<br>or order of, or filing of registrations with, any Governmental Authority is required for the issuance and sale of the Company Series B<br>Preferred OP Units by the Operating Partnership, except such as have been obtained or made and such as may be required under state securities<br>laws. |
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| (xv) | Title to Property. (1) the Operating Partnership holds, directly or indirectly through its<br>wholly-owned subsidiaries, good and marketable fee simple title (or in the case of ground leases, a valid leasehold interest) to all of<br>the real property described in the Registration Statement, the General Disclosure Package and the Prospectus as wholly-owned by it and<br>the improvements (exclusive of improvements owned by tenants, if applicable) located thereon (individually, a “Property”<br>and collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests,<br>restrictions and defects, except such as are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,<br>or do not materially affect the value of such Properties as a whole and do not materially interfere with the use made and proposed to<br>be made of such Properties as a whole by the Company; (2) the Properties will not be subject to any mortgages or deeds of trust,<br>except such as are set forth in the Registration Statement, the General Disclosure Package and the Prospectus; and (3) each of the<br>Properties will comply with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws<br>and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate materially affect<br>the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company.<br>Either the Operating Partnership or a subsidiary of the Operating Partnership has obtained an owner’s title insurance policy, from<br>a title insurance company licensed to issue such policy, on each Property that insures the Operating Partnership’s, such subsidiary’s<br>fee interest in such Property. |
| --- | --- |
| (xvi) | Casualty. The real property owned by the Company, the Operating Partnership or any of the Operating<br>Partnership’s subsidiaries has not sustained any loss or interference with its business from fire, explosion, flood or other calamity,<br>whether or not covered by insurance, except for such loss as would not have a Material Adverse Effect. |
| --- | --- |
| (xvii) | Leases. The Operating Partnership or one of its wholly-owned subsidiaries will hold the lessor’s<br>interest under the leases with any tenants occupying each Property (collectively, the “Leases”). Other than the Leases,<br>none of the Company, the Operating Partnership or their subsidiaries has entered into any agreements that would materially affect the<br>value of the Properties as a whole or would materially interfere with the use made and proposed to be made of such Properties as a whole<br>by the Company. Neither the Operating Partnership nor any of its subsidiaries, nor, to the Operating Partnership’s knowledge, any<br>other party to any Lease, is in breach or default of any such Lease; to the Operating Partnership’s knowledge, no event has occurred<br>or been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together<br>with all such other events, constitute a default under any Lease, or would, permit termination, modification or acceleration under such<br>Lease; and each of the Leases is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium<br>or other similar Laws relating to creditors’ rights and general principles of equity. |
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8
| (xviii) | Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance<br>of this Agreement and the issuance and sale of the Offered Securities by the Company (including the issuance of the Conversion Shares<br>(as defined below)) and the issuance and sale of the Company Series B Preferred OP Units by the Operating Partnership, and the use<br>of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result<br>in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment<br>Triggering Event (as defined below) under or result in the imposition of any lien, charge or encumbrance upon any property or assets of<br>the Company, the Operating Partnership or any of their respective subsidiaries pursuant to (A) the Organizational Documents (as defined<br>below) of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order<br>of any Governmental Authority, having jurisdiction over the Company, the Operating Partnership or any of the Subsidiaries or any of their<br>Properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries<br>is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the<br>Properties is subject, and except in case of clause (B) only, for such defaults, violations, liens, charges or encumbrances that<br>would not, individually or in the aggregate, result in a Material Adverse Effect. |
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A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries.
The term “Organizational Documents” as used herein means (a) in the case of a trust, its declaration of trust and bylaws; (b) in the case of a corporation, its charter and by-laws; (c) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (d) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.
| (xix) | Absence of Existing Defaults and Conflicts. None of the Company, the Operating Partnership or any<br>of their respective subsidiaries is in violation of its respective Organizational Documents or in default (or with the giving of notice<br>or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan<br>agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which<br>any of the properties of any of them is subject, except for such defaults that would not, individually or in the aggregate, result in<br>a Material Adverse Effect. |
|---|---|
| (xx) | Authorization of Underwriting Agreement. This Agreement has been duly authorized, executed and<br>delivered by the Company and the Operating Partnership. |
| --- | --- |
| (xxi) | Authorization and Enforceability of OP Agreement. The OP Agreement has been duly authorized, executed<br>and delivered by each of the Company and the Operating Partnership and constitutes a valid and binding agreement of each of the Company<br>and the Operating Partnership enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by<br>bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. |
| --- | --- |
| (xxii) | Possession of Licenses and Permits. The Company, the Operating Partnership and each of their respective<br>subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits<br>(“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement,<br>the General Disclosure Package and the Prospectus to be conducted by them and neither the Company nor the Operating Partnership has received<br>any notice and each is otherwise unaware of any claim to the contrary or challenge by any other person to the rights of the Company, the<br>Operating Partnership and each of their respective subsidiaries with respect to the Licenses that, if determined adversely to the Company,<br>the Operating Partnership or any of their respective subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect. |
| --- | --- |
9
| (xxiii) | Absence of Labor Dispute. None of the Company, the Operating Partnership or any of their respective<br>subsidiaries is engaged in any unfair labor practice; and (i) there is (A) no unfair labor practice complaint pending or, to<br>the knowledge of the Company, threatened against the Company, the Operating Partnership or any of their respective subsidiaries before<br>the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements<br>is pending or, to the knowledge of the Company, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to<br>the knowledge of the Company, threatened against the Company, the Operating Partnership or any of their respective subsidiaries and (C) no<br>union representation dispute currently existing concerning the employees of the Company, the Operating Partnership or any of their respective<br>subsidiaries, (ii) to the knowledge of the Company, no union organizing activities are currently taking place concerning the employees<br>of the Company, the Operating Partnership or any of their respective subsidiaries and (iii) there has been no violation of any federal,<br>state or local law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision<br>of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) concerning the employees of the Company,<br>the Operating Partnership or any of their respective subsidiaries except for such violations as would not have a Material Adverse Effect. |
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| (xxiv) | Possession of Intellectual Property. The Company, the Operating Partnership and its subsidiaries<br>have access to adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented<br>and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual<br>property necessary to conduct the business now operated by them. |
| --- | --- |
| (xxv) | Environmental Laws. None of the Company, the Operating Partnership or any of their respective subsidiaries<br>(and, to the knowledge of the Company and the Operating Partnership, no tenant or subtenant of any Property or portion thereof) is in<br>violation of any Environmental Law, including relating to the release of Hazardous Materials, except as would not have a Material Adverse<br>Effect either individually or in the aggregate, and there are no pending or, to the knowledge of the Company or the Operating Partnership,<br>threatened administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance, investigations or<br>proceedings relating to any such violation or alleged violation. There are no past or present events, conditions, circumstances, activities,<br>practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Company,<br>the Operating Partnership or any of their subsidiaries under, or to interfere with or prevent compliance by the Company, the Operating<br>Partnership or any of their subsidiaries with, Environmental Laws except where such non-compliance would not have a Material Adverse Effect.<br>There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures<br>required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints<br>on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material<br>Adverse Effect. |
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10
| (xxvi) | Employment; Noncompetition; Nondisclosure. Neither the Company nor the Operating Partnership has<br>been notified that any employee of the Company or the Operating Partnership or its respective subsidiaries plans to terminate his or her<br>employment with the Company or the Operating Partnership or one of its respective subsidiaries, as applicable. None of the Company, the<br>Operating Partnership or their respective subsidiaries, and to the best knowledge of the Company, any employee of the Operating Partnership<br>or any of its respective subsidiaries, is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar<br>agreement that would be violated by the business activities of the Company or the Operating Partnership as described in the Registration<br>Statement, the General Disclosure Package and the Prospectus. |
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| (xxvii) | Accurate Disclosure. The statements in the Registration Statement, the General Disclosure Package<br>and the Prospectus under the captions “Description of Series B Preferred Stock,” “Global Medical REIT Inc.,”<br>“Description of Capital Stock,” “Description of Debt Securities,” “Certain Provisions of Maryland Law and<br>of Our Charter and Bylaws,” and “Material U.S. Federal Income Tax Considerations,” insofar as such statements summarize<br>legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements,<br>documents or proceedings in all material respects and present the information required to be shown. |
| --- | --- |
| (xxviii) | Absence of Manipulation. None of the Company, the Operating Partnership or any of their respective<br>subsidiaries or, to the Company’s knowledge, any affiliates of the Company, has taken, directly or indirectly, any action that is<br>designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the<br>price of any security of the Company to facilitate the sale or resale of the Offered Securities. |
| --- | --- |
| (xxix) | Statistical and Market-Related Data. Any third-party statistical and market-related data included<br>or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived<br>from sources that the Company believes to be reliable and accurate. |
| --- | --- |
| (xxx) | Internal Controls and Compliance with the Sarbanes-Oxley Act. The Company, its subsidiaries and<br>the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Sarbanes-Oxley<br>and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures,<br>internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls<br>(collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable<br>assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions<br>are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles<br>(“U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in<br>accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s<br>general or specific authorization; (E) the recorded accountability for assets is compared with the existing assets at reasonable<br>intervals and appropriate action is taken with respect to any differences and (F) interactive data in eXtensible Business Reporting<br>Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the<br>information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable<br>thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance<br>with the Exchange Rules. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness<br>in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s<br>internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s<br>internal control over financial reporting. Since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s<br>accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of<br>internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any<br>material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees<br>who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal<br>controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including<br>any corrective actions with regard to significant deficiencies and material weaknesses. |
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11
| (xxxi) | Disclosure Controls. The Company maintains an effective system of “disclosure controls and<br>procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act<br>and that has been designed to provide reasonable assurances that information required to be disclosed by the Company in reports that it<br>files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s<br>rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the<br>Company’s management as appropriate to allow timely decisions regarding required disclosure, and such disclosure controls and procedures<br>are effective in all material respects to perform the functions for which they were established. |
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| (xxxii) | XBRL. The interactive data in eXtensible Business Reporting Language incorporated by reference<br>in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance<br>with the Commission’s rules and guidelines applicable thereto. |
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| (xxxiii) | Litigation. There are no pending actions, suits or proceedings (including any inquiries or investigations<br>by any Governmental Authority) against or affecting the Company, the Operating Partnership or any of their respective subsidiaries or<br>Properties that, if determined adversely to the Company, the Operating Partnership or any of their respective subsidiaries or properties,<br>would materially and adversely affect the ability of the Company or the Operating Partnership to perform their respective obligations<br>under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and neither the Company or<br>the Operating Partnership has received any written notice or communication threatening such actions, suits or proceedings (including any<br>inquiries or investigations by any Governmental Authority) or, to the Company’s or the Operating Partnership’s knowledge,<br>none are contemplated. |
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| (xxxiv) | Financial Statements; Non-GAAP Financial Measures. The financial statements incorporated by reference<br>in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present<br>fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated, and<br>the statements of operations, changes in members’ equity and cash flows of the Company and its consolidated subsidiaries for the<br>periods specified; said financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout<br>the periods involved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedules incorporated<br>by reference in the Registration Statement, the General Disclosure Package and the Prospectus relating to the Company and its consolidated<br>subsidiaries present fairly in accordance with U.S. GAAP the information required to be stated therein. The consolidated balance sheet<br>of the Company incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with<br>the related notes, present fairly in all material respects the financial position of the Company at the date indicated; said consolidated<br>balance sheet has been prepared in conformity with U.S. GAAP and complies with the requirements of the Act and Exchange Act with respect<br>thereto. The selected financial data and the summary financial information, if any, incorporated by reference in the Registration Statement,<br>the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been<br>compiled on a basis consistent with that of the audited, or unaudited as applicable, financial statements of the Company included therein<br>and comply with the Commission’s rules and guidelines with respect thereto. The unaudited pro forma consolidated financial<br>statements and the related notes thereto, if any, incorporated by reference in the Registration Statement, the General Disclosure Package<br>and the Prospectus present fairly in all material respects the information shown therein, comply with the Commission’s rules and<br>guidelines with respect to unaudited pro forma financial statements and have been properly compiled on the bases described therein, and<br>the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the<br>transactions and circumstances referred to therein. Except as included therein, no historical or unaudited pro forma financial statements<br>or supporting schedules are required to be included in or incorporated by reference in the Registration Statement, the General Disclosure<br>Package or the Prospectus under the Act or the Rules and Regulations. All disclosures contained in the Registration Statement, the<br>General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules and<br>Regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act and the Exchange Act to the extent<br>applicable. |
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12
| (xxxv) | No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the<br>General Disclosure Package and the Prospectus and as would not have a Material Adverse Effect, since the end of the period covered by<br>the latest audited financial statements included therein (A) there has been no change, nor any development or event involving a prospective<br>change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating<br>Partnership and their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or<br>distribution of any kind declared, paid or made by the Company, the Operating Partnership and their respective subsidiaries, on any class<br>of the capital stock, membership interest or other equity interest, as applicable, (C) there has not been any material transaction<br>entered into or any material transaction that is probable of being entered into by the Company, the Operating Partnership and their respective<br>subsidiaries, other than transactions in the ordinary course of business and (D) there has not been any loan, debt or obligation,<br>direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company, the Operating<br>Partnership and their respective subsidiaries, except obligations incurred in the ordinary course of business. |
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| (xxxvi) | Investment Company Act. After giving effect to the offering and sale of the Offered Securities<br>and the application of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus,<br>neither the Company nor any of its subsidiaries will be an “investment company” or an entity “controlled” by an<br>“investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment<br>Company Act”). |
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| (xxxvii) | Insurance. The Company, the Operating Partnership and each of their respective subsidiaries is<br>insured against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all<br>policies of insurance and fidelity or surety bonds insuring the Company, the Operating Partnership or any of their respective subsidiaries<br>or their respective businesses, assets, employees, officers and directors are in full force and effect; none of the Company, the Operating<br>Partnership or any of their respective subsidiaries has been refused any insurance coverage sought or applied for; none of the Company,<br>the Operating Partnership or any of their respective subsidiaries has any reason to believe that it will not be able to renew its existing<br>insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue<br>its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement,<br>the General Disclosure Package and the Prospectus; and the Company has obtained or will obtain directors’ and officers’ insurance<br>in such amounts as is customary for companies engaged in the type of business to be conducted by the Company. |
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13
| (xxxviii) | Tax Law Compliance. The Company, the Operating Partnership and their respective subsidiaries have<br>filed (A) all federal and state income tax returns, (B) all material franchise tax returns and (C) all other material tax<br>returns in a timely manner, and all such tax returns are correct and complete in all material respects, and have paid all taxes required<br>to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except<br>for any taxes, assessments, fines or penalties that are not material and are being contested in good faith by appropriate proceedings.<br>The Company, the Operating Partnership and each of their respective subsidiaries have no knowledge of any tax deficiency which has been<br>or is likely to be threatened or asserted against the Company, the Operating Partnership or any of their respective subsidiaries, as the<br>case may be. |
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| (xxxix) | No Restriction on Subsidiaries. Except as disclosed in the Registration Statement, the General<br>Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement<br>or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution<br>on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from<br>transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company. |
| --- | --- |
| (xl) | No Improper Practices. (i) Neither the Company nor any of its Subsidiaries, nor, any director,<br>officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person associated<br>with or acting on behalf of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate<br>for any political office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other<br>payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public<br>or quasi-public duty in violation of any applicable law or of the character required to be disclosed in the Prospectus; (ii) except<br>as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no material outstanding loans<br>or advances or material guarantees of indebtedness by the Company or any Subsidiary to or for the benefit of any of their respective officers<br>or directors or any of the members of the families of any of them; (iii) the Company has not offered, or caused any Underwriter to<br>offer, the Securities to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary<br>to alter the customer’s or supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist<br>or publication to write or publish favorable information about the Company or any Subsidiary or any of their respective products or services,<br>and (iv) neither the Company nor any Subsidiary nor any director, officer, or employee of the Company or any Subsidiary nor, to the<br>Company’s knowledge, any agent, affiliate, or other person associated with or acting on behalf of the Company or any Subsidiary<br>has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or<br>any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business<br>Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption<br>law (collectively, “Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide, or authorized<br>the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing<br>any act or decision of the recipient, or securing any improper advantage; or (C) made any payment of funds of the Company or any<br>Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws. |
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14
| (xli) | No Conflicts with Sanctions Laws. No Conflicts with Sanctions Laws. Neither the Company nor<br>any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent or affiliate of, or other person<br>associated with or acting on behalf of, the Company or any of its Subsidiaries is currently the subject or the target of any sanctions<br>administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department<br>of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially<br>designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European<br>Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”),<br>nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of<br>Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called<br>Luhansk People’s Republic and the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and the Company<br>will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available<br>such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of financing or facilitating<br>any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions,<br>(ii) for the purpose of financing or facilitating any activities of or business in any Sanctioned Country or (iii) for the purpose<br>of facilitating or that the Company knows would facilitate or result in a violation by any person (including any person participating<br>in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its<br>Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the<br>time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. |
|---|---|
| (xlii) | Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries<br>are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency<br>and Foreign Transactions Reporting Act of 1970, as amended, the anti-money laundering statutes of all applicable jurisdictions in which<br>the Company or its subsidiaries conduct business or whose Anti-Money Laundering Laws (as defined below) apply to the Company, the rules and<br>regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental<br>Authority (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental<br>Authority involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge<br>of the Company, threatened. |
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| (xliii) | [Reserved]. |
| --- | --- |
| (xliv) | Prior Sales of Series B Preferred Stock. Except as disclosed in the Registration Statement,<br>the General Disclosure Package or the Prospectus, the Company has not sold, issued or distributed any Securities during the six-month<br>period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Act. |
| --- | --- |
| (xlv) | [Reserved]. |
| --- | --- |
| (xlvi) | Testing-the-Waters Communication. Neither the Company nor the Operating Partnership has (i) engaged<br>in any Testing-the-Waters Communication or (ii) authorized anyone other than the Representatives to engage in Testing-the-Waters<br>Communications; the Company has not distributed any Written Testing-the-Waters Communications (as defined below). “Testing-the-Waters<br>Communication” means any oral or written communication with potential investors undertaken in reliance on Section 163B<br>of the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is<br>a “written communication” within the meaning of Rule 405 under the Securities Act. |
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15
| (xlvii) | Independent Accountants. Deloitte & Touche, LLP, who have certified the financial statements<br>and supporting schedules incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus are<br>and were during the periods covered by their reports independent public accountants as required by the Act, the Rules and Regulations<br>and are registered with the Public Company Accounting Oversight Board. |
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| (xlviii) | ERISA Matters. The Company and each of its subsidiaries is in compliance in all material respects<br>with all presently applicable provisions of ERISA; no “reportable event” (as defined in ERISA) has occurred with respect to<br>any “pension plan” (as defined in ERISA) for which the Company and each subsidiary would have any liability; the Company and<br>each subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of,<br>or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code; and each “pension plan”<br>for which the Company or any subsidiary would have any liability that is intended to be qualified under Section 401(a) of the<br>Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the<br>loss of such qualification except as where failure to be so qualified would not have a Material Adverse Effect. |
| --- | --- |
| (xlix) | Related Party Transactions. There are no relationships or related party transactions involving<br>the Company, the Operating Partnership or any of their subsidiaries or any other person required to be described in the Registration Statement,<br>the General Disclosure Package or the Prospectus that have not been described as required. |
| --- | --- |
| (l) | Cybersecurity; Data Protection. To the Company’s knowledge, the Company and its Subsidiaries’<br>information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,<br>“IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, the<br>operation of the business of the Company and its Subsidiaries as currently conducted are free and clear of all material bugs, errors,<br>defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially<br>reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity,<br>continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive,<br>confidential or regulated data (“Personal Data”)) used in connection with their business and there have been no breaches,<br>violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability<br>or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and<br>its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations<br>of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy<br>and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,<br>misappropriation or modification. |
| --- | --- |
| (li) | FINRA Matters. The Company meets the definition of the term “experienced issuer” specified<br>in FINRA Rule 5110(j)(6). |
| --- | --- |
| (lii) | Outbound Investment Security Program. Neither the Company nor any of its Subsidiaries is a “covered<br>foreign person,” as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its Subsidiaries currently<br>engages, or has plans to engage, directly or indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. §<br>850.208 (“Covered Activity”). The Company does not have any joint ventures that engage in or plan to engage in any<br>Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have<br>any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to<br>engage in any Covered Activity. |
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| 2. | Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties<br>and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each<br>of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share, the respective<br>number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. |
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The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at 9:30 A.M., New York time, on November 20, 2025, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering contemplated by this Agreement. The Firm Securities will be made available for review at the offices of Cooley LLP (“Cooley”), 55 Hudson Yards, New York, New York 10001 at least 24 hours prior to the First Closing Date.
In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company.
Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date, shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in book entry form through the facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives. The Optional Securities being purchased on each Optional Closing Date shall be made available for review at the offices of Cooley prior to each Optional Closing Date.
| 3. | Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered<br>Securities for sale to the public as set forth in the Prospectus. |
|---|---|
| 4. | Certain Agreements of the Company. |
| --- | --- |
| (a) | The Company and the Operating Partnership agree with the several Underwriters that: |
| --- | --- |
| (i) | Additional Filings. Unless filed pursuant to Rule 462(b) as part of the Rule 462(b) Registration<br>Statement, the Company will file the Prospectus, in a form approved by the Representatives, with the Commission pursuant to and in accordance<br>with Rule 424(b) and Rule 430B and during the time period specified by Rule 424(b) and Rule 430B. The Company<br>will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the<br>Representatives of such timely filing. |
| --- | --- |
17
| (ii) | Filing of Amendments; Response to Commission Requests. The Company, subject to Section 5(a)(iii) hereof,<br>will comply with the requirements of Rule 430B and will promptly advise the Representatives of any proposal to amend or supplement<br>at any time the Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’<br>consent; and the Company will also advise the Representatives promptly of (A) any amendment or supplementation of a Registration<br>Statement or any Statutory Prospectus, (B) any request by the Commission or its staff for any amendment to any Registration Statement,<br>for any supplement to any Statutory Prospectus or for any additional information, (C) the institution by the Commission of any stop<br>order proceedings in respect of a Registration Statement or, to the Company’s knowledge, the threatening of any proceeding for that<br>purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered<br>Securities in any jurisdiction or the institution or, to the Company’s knowledge, the threatening of any proceedings for such purpose.<br>The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and,<br>if issued, to obtain as soon as possible the withdrawal thereof. |
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| (iii) | General Disclosure Package. If the General Disclosure Package is being used to solicit offers to<br>buy the Offered Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition<br>exist as a result of which it is necessary to amend or supplement the General Disclosure Package in order to make the statements therein,<br>in the light of the circumstances, not misleading, or if any event occurs or condition exists as a result of which the General Disclosure<br>Package conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the<br>Underwriters, it is necessary to amend or supplement the General Disclosure Package to comply with applicable law, forthwith to prepare,<br>file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements<br>to the General Disclosure Package so that the statements in the General Disclosure Package as so amended or supplemented will not, in<br>the light of the circumstances when the General Disclosure Package is delivered to a prospective purchaser, be misleading or so that the<br>General Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the General<br>Disclosure Package, as amended or supplemented, will comply with applicable law. |
| --- | --- |
| (iv) | Continued Compliance with Securities Laws. If, at any time when a prospectus relating to the Offered<br>Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer,<br>any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact<br>or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,<br>not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Prospectus to comply with the<br>Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish,<br>at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement<br>which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ consent<br>to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth<br>in Section 6 of this Agreement. |
| --- | --- |
18
| (v) | Rule 158. The Company will timely file such reports pursuant to the Exchange Act as are necessary<br>in order to make generally available to its stockholders as soon as practicable an earnings statement for the purposes of, and to provide<br>to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Act. |
|---|---|
| (vi) | Furnishing of Prospectuses. The Company will furnish to the Representatives copies of each Registration<br>Statement, each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption<br>in Rule 172 would be) required to be delivered under the Act, the Prospectus and all amendments and supplements to such documents,<br>in each case in such quantities as the Representatives request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York<br>time, on the business day following the execution and delivery of this Agreement, or at such time as otherwise agreed to by the Representatives.<br>All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the<br>Underwriters all such documents. |
| --- | --- |
| (vii) | Blue Sky / Foreign Qualifications. The Company will arrange for the qualification of the Offered<br>Securities for sale under the laws of such jurisdictions as the Representatives designates and will continue such qualifications in effect<br>so long as required for the distribution. To the extent the Representatives are required to file any reports of trade in any jurisdictions<br>in which the Offered Securities are distributed, the Company shall provide any reasonable assistance and information that may be requested<br>by the Representatives. |
| --- | --- |
| (viii) | Reporting Requirements. The Company, during the period when a prospectus relating to the Offered<br>Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Act, will file all documents<br>required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Rules and<br>Regulations. |
| --- | --- |
| (ix) | Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations<br>under this Agreement and all the costs and expenses in connection with the offering of the Offered Securities and including but not limited<br>to (A) any filing fees and expenses incurred in connection with qualification of the Offered Securities for sale under the laws of<br>such jurisdictions as the Representatives designate and the preparation and printing of blue sky surveys or legal investment surveys relating<br>thereto (but excluding the fees and expenses of counsel for the Underwriters relating thereto), (B) costs and expenses related to<br>the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Offered Securities (including<br>filing fees but excluding the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses<br>relating to investor presentations, any “road show” in connection with the offering and sale of the Offered Securities including,<br>without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the<br>Company, (D) the fees and expenses incident to listing the Offered Securities and Conversion Shares on the NYSE, (E) the fees<br>and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing<br>preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters and (G) expenses<br>incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as<br>explicitly provided in this Section 4(a)(ix), the Underwriters shall pay their own expenses, including the fees and expenses<br>of their counsel and other advisors. |
| --- | --- |
| (x) | Use of Proceeds. The Company will use the net proceeds received in connection with the offering<br>and sale of the Offered Securities and will cause the Operating Partnership to use the net proceeds received in connection with the issuance<br>and sale of the Company Series B Preferred OP Units in the manner described in the “Use of Proceeds” section of the Registration<br>Statement, the General Disclosure Package and the Prospectus, and, except as disclosed in the Registration Statement, the General Disclosure<br>Package and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to<br>repay any outstanding debt owed to any affiliate of any Underwriter. |
| --- | --- |
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| (xi) | Absence of Manipulation. The Company will not, and will cause each of its subsidiaries and controlled<br>affiliates not to, take, directly or indirectly, any action designed to or that would constitute or that might cause or result in, stabilization<br>or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. |
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| (xii) | Company Restriction on Sale of Securities. For the period specified below (the “Lock-Up<br>Period”), the Company and the Operating Partnership will not, directly or indirectly, take any of the following actions with<br>respect to its Series B Preferred Stock or other preferred stock, including Series B Preferred OP Units or any securities convertible<br>into or exchangeable, exercisable or redeemable for any of its Series B Preferred Stock or other preferred stock, including Series B<br>Preferred OP Units (“Lock-Up Securities”): (A) offer, sell, issue, contract to sell, pledge or otherwise dispose<br>of Lock-Up Securities, (B) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase<br>Lock-Up Securities, (C) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences<br>of ownership of Lock-Up Securities, (D) establish or increase a put equivalent position or liquidate or decrease a call equivalent<br>position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (E) confidentially submit or publicly<br>file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to<br>take any such action, without the prior written consent of the Representatives; provided, however, that the Lock-Up<br>Period shall not apply to the sale of Lock-Up Securities to the Underwriters or the issuance of Series B Preferred OP Units by the<br>Operating Partnership to the Company in connection with the contribution of the net proceeds received in connection with the offering<br>and sale of the Offered Securities. The “Lock-Up Period” will commence on the date hereof and continue for 30 days<br>after the date hereof or such earlier date that the Representatives consent to in writing. |
| --- | --- |
| (xiii) | Qualification and Taxation as a REIT. The Company elected to be taxed as a REIT under the Code<br>effective commencing with its tax year ended December 31, 2016 and has been organized and has operated in conformity with the requirements<br>for qualification and taxation as a real estate investment trust (a “REIT”) under Section 856 through 860 of the<br>Code. The Company’s organization and method of operation as described in the Registration Statement, the General Disclosure Package<br>and the Prospectus will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code<br>for its taxable year ending December 31, 2025 and thereafter. All statements regarding the Company’s qualification and taxation<br>as a REIT set forth in the Registration Statement, the General Disclosure Package and the Prospectus are true, complete and correct in<br>all material respects. The Company will use its best efforts to meet the requirements for qualification and taxation as a REIT under the<br>Code for its tax year ending December 31, 2025, and the Company will use its best efforts to continue to qualify for taxation as<br>a REIT under the Code unless the Board of Directors of the Company determines that it is no longer in the best interests of the Company<br>to continue to qualify as REIT. |
| --- | --- |
| (xiv) | Compliance with Foreign Laws. The Company will comply with all applicable securities and other<br>applicable laws, rules and regulations in each foreign jurisdiction in which the Offered Securities are offered. |
| --- | --- |
| (xv) | Conversion Shares. (i) Following issuance and delivery of the Series B Preferred Stock<br>in accordance with this Agreement, the Series B Preferred Stock may become convertible into shares of Common Stock (the “Conversion<br>Shares”) on the terms set forth in the Articles Supplementary; the Conversion Shares have been duly authorized and reserved<br>for issuance upon such conversion by all necessary corporate action and such Conversion Shares, when issued upon such conversion in accordance<br>with the Articles Supplementary, will be validly issued and will be fully paid and non-assessable, and will conform to the description<br>of the Common Stock contained in the General Disclosure Package and the Prospectus; (ii) no holder of the Conversion Shares will<br>be subject to personal liability by reason of being such a holder; (iii) the issuance of such Conversion Shares upon such conversion<br>will not be subject to the preemptive or other similar rights of any security holder of the Company; (iv) the Company will comply<br>with all applicable laws and rules and regulations of the NYSE or any exchange on which the Common Stock or Series B Preferred<br>Stock of the Company is listed in connection with the issuance of the Conversion Shares; (v) the Conversion Shares will be free of<br>transfer restrictions under applicable law and freely tradable by non-affiliates; and (vi) the Conversion Shares will be listed,<br>pursuant to a supplemental listing application or otherwise, on the market or exchange where the Common Stock is then registered. |
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| (xvi) | Amendment of Company Organizational Documents. To the extent necessary for the holders of Series B<br>Preferred Stock to exercise their voting rights as described in the Articles Supplementary, the Company will make all necessary amendments<br>to its Bylaws in order to effectuate such voting rights. |
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| (xvii) | Amendment to the OP Agreement. Prior to the First Closing Date, the Company will duly authorize,<br>execute and deliver the Amendment to the OP Agreement providing for a sufficient number of Series B Preferred OP Units, the terms<br>of which are substantially similar to the terms of the Series B Preferred Stock |
| --- | --- |
| (xviii) | Listing. The Company will use its best efforts to list the Securities on the NYSE within 30 days<br>after the First Closing Date and, upon such listing, will use its best efforts to maintain such listing and to satisfy the requirements<br>for such continued listing. |
| --- | --- |
| (xix) | Form 8-A Registration Statement. On or prior to the First Closing Date, the Company shall<br>have filed the Form 8-A Registration Statement relating to the Securities with the Commission pursuant to Section 12 of the<br>Exchange Act (the “Form 8-A Registration Statement”) and the Form 8-A Registration Statement shall be effective. |
| --- | --- |
| 5. | Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior<br>consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and<br>the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free<br>Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required<br>to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred<br>to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat<br>each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied<br>and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely<br>Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy<br>the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. |
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| 6. | Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters<br>to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing<br>Date will be subject to the accuracy of the representations and warranties of the Company and the Operating Partnership (as though made<br>on such Closing Date), to the accuracy of the statements of the Company made pursuant to the provisions hereof, to the performance by<br>the Company and the Operating Partnership of their obligations hereunder and to the following additional conditions precedent: |
| --- | --- |
| (a) | Accountants’ Comfort Letters. The Representatives shall have received letters, dated the<br>date hereof and each Closing Date, of Deloitte & Touche, LLP, confirming that they are a registered public accounting firm and<br>independent public accountants within the meaning of the Securities Laws and in form and substance satisfactory to the Representatives,<br>containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters<br>with respect to financial statements and certain financial information of the Company contained in the Registration Statement, the General<br>Disclosure Package and the Prospectus (except that, in any letter dated a Closing Date, the specified date of such letter shall be no<br>more than three (3) days prior to such Closing Date). |
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| (b) | Effectiveness of Registration Statement. If the Effective Time of the 462(b) Registration<br>Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than<br>10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is finalized and distributed to any Underwriter,<br>or shall have occurred at such later time as shall have been consented to by the Representatives. The Prospectus shall have been filed<br>with the Commission in accordance with the Rule 424(b) under the Act and Section 4(a) hereof. Prior to<br>such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for<br>that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission. |
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| (c) | No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior<br>to the Closing and each Optional Closing Dates, if any, there shall not have occurred (i) any change, or any development or event<br>involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of<br>the Company, the Operating Partnership and their respective subsidiaries, taken as a whole, that, in the sole judgment of the Representatives,<br>is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any change in either U.S.<br>or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such<br>as to make it, in the judgment of the Representatives, impractical to market or to enforce contracts for the sale of the Offered Securities,<br>whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading<br>in securities generally on the NYSE, or any setting of minimum or maximum prices for trading on such exchange; (iv) or any suspension<br>of trading of any securities of the Company on any national securities exchange or in the over-the-counter market; (v) any banking<br>moratorium declared by any U.S. federal or New York authorities; (vi) any major disruption of settlements of securities, payment,<br>or clearance services in the United States or any other country where such securities are listed; or (vii) any attack on, outbreak<br>or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national<br>or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation,<br>act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce<br>contracts for the sale of the Offered Securities. |
| --- | --- |
| (d) | Opinion of Counsel for the Company and the Operating Partnership. The Representatives shall have<br>received an opinion, dated such Closing Date, of Vinson & Elkins L.L.P., counsel for the Company and the Operating Partnership,<br>in form and substance reasonably satisfactory to the Representativess. |
| --- | --- |
| (e) | Opinion of Maryland Counsel for Company. The Representatives shall have received an opinion, dated<br>such Closing Date, of Venable LLP, Maryland counsel for the Company, in form and substance reasonably satisfactory to the Representativess. |
| --- | --- |
| (f) | Tax Opinion. The Representatives shall have received a tax opinion, dated such Closing Date, of<br>Vinson & Elkins L.L.P., counsel for the Company, in form and substance reasonably satisfactory to the Representativess. |
| --- | --- |
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| (g) | Opinion of Counsel for Underwriters. The Representatives shall have received from Cooley LLP, counsel<br>for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require,<br>and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to opine upon such<br>matters. |
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| (h) | Company Officers’ Certificate. The Representatives shall have received a certificate, dated<br>such Closing Date, of the Chief Executive Officer of the Company and the Chief Financial Officer of the Company in which such officers<br>shall state that: the representations and warranties of the Company and the Operating Partnership in this Agreement are true and correct<br>as of such date; each of the Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its<br>part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration<br>Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable<br>investigation, are contemplated by the Commission; the 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs<br>(1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing<br>fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the date of the most<br>recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change,<br>nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business,<br>properties or prospects of the Company, the Operating Partnership and their respective subsidiaries, taken as a whole, that is material<br>and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such<br>certificate. |
| --- | --- |
| (i) | Company Good Standing. The Representatives shall have received a certificate of good standing of<br>the Company certified by the Maryland State Department of Assessments and Taxation as of a date within five (5) business days of<br>the Closing. |
| --- | --- |
| (j) | Operating Partnership Good Standing. The Representatives shall have received a certificate of good<br>standing of the Operating Partnership certified by the Secretary of State of the State of Delaware as of a date within five (5) business<br>days of the Closing. |
| --- | --- |
| (k) | Secretary’s Certificate of the Company. The Representatives shall have received a certificate<br>of the secretary of the Company certifying resolutions of the Company’s Board of Directors approving the Underwriting Agreement<br>and the transactions contemplated thereby. |
| --- | --- |
| (l) | General Partner Certificate of the Operating Partnership. The Representatives shall have received<br>a certificate of the general partner of the Operating Partnership certifying resolutions of the General Partner approving the Underwriting<br>Agreement and the transactions contemplated thereby. |
| --- | --- |
| (m) | Listing. An application for the listing of the Offered Securities shall have been approved for<br>listing on the NYSE prior to the First Closing Date. |
| --- | --- |
| (n) | Amendment to OP Agreement. The Amendment shall be in full force and effect as of the First Closing<br>Date. |
| --- | --- |
| (o) | Maryland Filing. The Articles Supplementary shall have been filed with the SDAT as of the First<br>Closing Date. |
| --- | --- |
The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably requests. The Representatives may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.
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| 7. | Indemnification and Contribution. |
|---|---|
| (a) | Indemnification of Underwriters by the Company and the Operating Partnership. Each of the Company<br>and the Operating Partnership will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, members, directors,<br>officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of<br>the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims,<br>damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal<br>or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)<br>arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration<br>Statement or that arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or<br>necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material<br>fact contained in the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or that arise out of or are based<br>upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in<br>the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or<br>other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage,<br>liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether<br>threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are<br>incurred; provided, however, that neither the Company nor the Operating Partnership will be liable in any such<br>case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue<br>statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished<br>to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that such information<br>furnished by any Underwriter consists only of the information described as such in Section 7(b) below. |
| --- | --- |
| (b) | Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly<br>indemnify and hold harmless each of the Company and the Operating Partnership, the Company’s directors and each of the Company’s<br>officers who signs a Registration Statement and each person, if any, who controls the Company or the Operating Partnership within the<br>meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”),<br>against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the<br>Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities<br>(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material<br>fact contained in the Registration Statement or that arise out of or are based upon the omission or alleged omission of a material fact<br>required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged<br>untrue statement of any material fact contained in the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus<br>or that arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary<br>to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent,<br>but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon<br>and in conformity with written information furnished to the Company or the Operating Partnership by such Underwriter through the Representatives<br>specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party<br>in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding<br>whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such<br>untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and<br>agreed that the only such information furnished by any Underwriter consists of (i) the list of Underwriters in the Prospectus under<br>the heading “Underwriting” and their respective participation in the sale of the Securities; (ii) the third paragraph<br>of text under the heading “Underwriting” in the Prospectus related to the public offering price and concessions; and (iii) the<br>ninth and tenth paragraphs of text under the heading “Underwriting” in the Prospectus related to stabilization and syndicate<br>covering transactions. |
| --- | --- |
24
| (c) | Actions against Parties; Notification. Promptly after receipt by an indemnified party of notice<br>of the commencement of any action against such indemnified party, such indemnified party will, if a claim in respect thereof is to be<br>made against the indemnifying party under subsections (a) or (b) above, notify the indemnifying party of the commencement thereof;<br>but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsections (a) or<br>(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses)<br>by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any<br>liability that it may have to an indemnified party otherwise than under subsections (a) or (b) above. In case any such action<br>is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will<br>be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified,<br>to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified<br>party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so<br>to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7(c) for<br>any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable<br>costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and<br>expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified<br>party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel<br>reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal<br>defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties<br>in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation<br>of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying<br>party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in<br>respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified<br>party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that<br>are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure<br>to act by or on behalf of an indemnified party. |
|---|---|
| (d) | Contribution. If the indemnification provided for in this Section 7 is unavailable<br>or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall<br>contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred<br>to in subsections (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by<br>the Company and the Operating Partnership on the one hand and by the Underwriters on the other hand from the offering of the Offered Securities<br>or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate<br>to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one<br>hand, and the Underwriters, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages<br>or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Operating<br>Partnership on the one hand and by the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds<br>from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received<br>by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue<br>statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company<br>or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such<br>untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred<br>to in the first sentence of this Section 7(d) shall be deemed to include any legal or other expenses reasonably<br>incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 7(d).<br>Notwithstanding the provisions of this Section 7(d), no Underwriter shall be required to contribute any amount in excess<br>of the amount by which the total price at which the Securities underwritten by it and distributed to the public exceeds the amount of<br>any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission<br>or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall<br>be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations<br>in this Section 7(d) to contribute are several in proportion to their respective underwriting obligations and not<br>joint. The Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant<br>to this Section 7(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity<br>for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7(d). |
| --- | --- |
25
| 8. | Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase<br>Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate number of shares of Offered<br>Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares<br>of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements<br>satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no<br>such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their<br>respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on<br>such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect<br>to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated<br>to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered<br>Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part<br>of any non-defaulting Underwriter or the Company, except as provided in Section 9 hereof (provided that if such<br>default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities<br>or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter”<br>includes any person substituted for an Underwriter under this Section 8. Nothing herein will relieve a defaulting Underwriter<br>from liability for its default. |
|---|---|
| 9. | Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations,<br>warranties and other statements of the Company, the Operating Partnership or their respective officers and of the several Underwriters<br>set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as<br>to the results thereof, made by or on behalf of any Underwriter, the Company, the Operating Partnership or any of their respective Representativess,<br>officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase<br>of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement<br>pursuant to Section 8 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (excluding<br>fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective<br>obligations of the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, pursuant to Section 7 hereof<br>shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and<br>all obligations under Section 4 shall also remain in effect. |
| --- | --- |
| 10. | Notices. All communications<br> hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered<br> or telegraphed and confirmed to the Representatives, c/o Raymond James & Associates, Inc.<br> 880 Carillon Parkway, Tower 3, St. Petersburg, Florida 33716, Attention: Brad Cole, General<br> Counsel, Equity Capital Markets, with copy to GEIBLegal@raymondjames.com; c/o BMO Capital<br> Markets Corp., Equity-Linked Capital Markets, 151 W 42nd St New York, NY 10036, Attention:<br> Brian Riley, Facsimile: (212) 885-4165 (with a copy to BMOEquityLinked@bmo.com); c/o<br> Stifel, Nicolaus & Company, Incorporated, 101 Wills Street, Suite 600, Baltimore,<br> MD 21231, Attention: Syndicate Department (with a copy to SyndProspectus@stifel.com);<br> and c/o Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue Milwaukee, Wisconsin<br> 53202, Attention: Syndicate Department, with a copy to the Legal Department (facsimile: (414)<br> 298-7474)), with a copy to dgoldberg@cooley.com and CRoupas@cooley.com, or,<br> if sent to the Company or the Operating Partnership, will be mailed, delivered or telegraphed<br> and confirmed to it at Global Medical REIT, Inc., 7373 Wisconsin Avenue, Suite 800,<br> Bethesda, MD 20814, Attention: Jamie A. Barber, with a copy to Vinson & Elkins L.L.P.,<br> 901 East Byrd Street, Suite 1500, Richmond, Virginia 23219, Attention: Daniel LeBey; provided, however,<br> that any notice to an Underwriter pursuant to Section 7 will be mailed,<br> delivered or telegraphed and confirmed to such Underwriter. |
| --- | --- |
26
| 11. | Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto<br>and their respective successors and the officers, trustees, directors and controlling persons referred to in Section 7,<br>and no other person will have any right or obligation hereunder. |
|---|---|
| 12. | Representation of Underwriters. The Representatives will act for the several Underwriters in connection<br>with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters. |
| --- | --- |
| 13. | Research Analyst Independence. The Company acknowledges that the Underwriters’ research<br>analysts and research departments are required to be independent from their respective investment banking divisions and are subject to<br>certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment<br>recommendations and/or publish research reports with respect to the Company and/or the offering of the Offered Securities that differ<br>from the views of their respective investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law,<br>any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that<br>the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views<br>or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of<br>the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions<br>for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company. |
| --- | --- |
| 14. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be<br>deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party<br>to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature<br>covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other<br>applicable law, e.g., www.docusign.com). |
| --- | --- |
| 15. | Absence of Fiduciary Relationship. The Company and the Operating Partnership each acknowledge and<br>agree that: |
| --- | --- |
| (a) | No Other Relationship. The Underwriters have been retained solely to act as underwriters in connection<br>with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Operating Partnership<br>on the one hand, and the Underwriters on the other has been created in respect of any of the transactions contemplated by this Agreement<br>or the Prospectus, irrespective of whether the Underwriters have advised or is advising the Company or the Operating Partnership on other<br>matters; |
| --- | --- |
| (b) | Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement<br>was established by the Company following discussions and arms’ length negotiations with the Underwriters, and the Company or the<br>Operating Partnership are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions<br>contemplated by this Agreement; |
| --- | --- |
27
| (c) | Absence of Obligation to Disclose. The Company and the Operating Partnership have been advised<br>that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those<br>of the Company or the Operating Partnership, and that the Underwriters have no obligation to disclose such interests and transactions<br>to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and |
|---|---|
| (d) | Waiver. Each of the Company and the Operating Partnership waives, to the fullest extent permitted<br>by law, any claims they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agree that<br>the Underwriters shall have no liability (whether direct or indirect) to the Company or the Operating Partnership in respect of such a<br>fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Operating Partnership<br>including shareholders, employees or creditors of the Company or the Operating Partnership. |
| --- | --- |
| 16. | Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws<br>of the State of New York. |
| --- | --- |
| 17. | Jurisdiction. Each of the Company and the Operating Partnership hereby submits to the non-exclusive<br>jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out<br>of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Operating Partnership irrevocably<br>and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement<br>or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably<br>and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been<br>brought in an inconvenient forum. |
| --- | --- |
| 18. | USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub.<br>L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies<br>their respective clients, including the Company, which information may include the name and address of their respective clients, as well<br>as other information that will allow the underwriters to properly identify their respective clients. |
| --- | --- |
| 19. | Definition of the Terms “business day” and “subsidiary”. For purposes of<br>this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which<br>banking institutions in New York are generally authorized or obligated by law or executive order to close and (b) “subsidiary”<br>and “affiliate” have their respective meaning set forth in Rule 405 of the Rules. |
| --- | --- |
| 20. | Waiver of Jury Trial. Each party hereby irrevocably waives, to the fullest extent permitted by<br>applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions<br>contemplated hereby. |
| --- | --- |
| 21. | Recognition of the U.S. Special Resolution Regimes. |
| --- | --- |
| (a) | In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S.<br>Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement,<br>will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and<br>any such interest and obligation, were governed by the laws of the United States or a state of the United States. |
| --- | --- |
| (b) | In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter<br>becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against<br>such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special<br>Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
| --- | --- |
28
For purposes of this Section 21, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Operating Partnership and the several Underwriters in accordance with its terms.
[Signature Page Follows]
29
| Very truly yours, | |
|---|---|
| GLOBAL MEDICAL REIT INC. | |
| By: | /s/ Jamie Barber |
| Name: Jamie Barber | |
| Title: General Counsel | |
| GLOBAL MEDICAL REIT L.P. | |
| By: | Global Medical REIT GP LLC |
| Its: | General Partner |
| By: | Global Medical REIT Inc. |
| Its: | Sole Member |
| By: | /s/ Jamie Barber |
| Name: Jamie Barber | |
| Title: General Counsel |
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Acting on behalf of itself and as the
Representatives of the several Underwriters.
| RAYMOND JAMES & ASSOCIATES, INC. | |
|---|---|
| By: | /s/ Sean Wolf |
| Name: Sean Wolf | |
| Title: Managing Director | |
| BMO CAPITAL MARKETS CORP. | |
| By: | /s/ Brian Riley |
| Name: Brian Riley | |
| Title: Managing Director, Global Markets | |
| STIFEL, NICOLAUS & COMPANY, INCORPORATED | |
| By: | /s/ Chad M. Gorsuch |
| Name: Chad M. Gorsuch | |
| Title: Managing Director | |
| ROBERT W. BAIRD & CO. INCORPORATED | |
| By: | /s/ Christopher Walter |
| Name: Christopher Walter | |
| Title: Managing Director |
[Signature Page to Underwriting Agreement]
SCHEDULEA
| Underwriter | Number of Firm Securities |
|---|---|
| Raymond James & Associates, Inc. | 480,000 |
| BMO Capital Markets Corp. | 480,000 |
| Stifel, Nicolaus & Company, Incorporated | 480,000 |
| Robert W. Baird & Co. Incorporated | 200,000 |
| Janney Montgomery Scott LLC | 120,000 |
| B. Riley Securities, Inc. | 80,000 |
| Ladenburg Thalmann & Co. Inc | 80,000 |
| Berenberg Capital Markets LLC | 40,000 |
| Colliers Securities LLC | 40,000 |
| Total | 2,000,000 |
Schedule A - 1
SCHEDULEB
The Pricing Term Sheet set forth on Schedule B-1 hereto, to be filed with the Commission as a Free Writing Prospectus.
Schedule B - 1
ScheduleB-1
Global Medical REIT Inc.
2,000,000 Shares
8.00% Series B Cumulative Redeemable PreferredStock
Final Term Sheet
Schedule B-1 - 1
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplementdated November 13, 2025
to Prospectus dated April 4, 2024
Registration No. 333-276248
PRICING TERM SHEET
8.00% Series B Cumulative Redeemable PreferredStock
(Liquidation Preference $25.00 per Share)
November 13, 2025
| Issuer: | Global Medical REIT Inc., a Maryland corporation |
|---|---|
| Security: | 8.00% Series B Cumulative Redeemable Preferred Stock |
| Number of Shares: | 2,000,000 shares (2,300,000 shares if the underwriters’ over-allotment option to purchase additional shares is exercised in full) |
| Public Offering Price: | $25.00 per share; $50,000,000 total (not including the underwriters’ over-allotment option to purchase additional shares) |
| Underwriting Discounts: | $0.7875 per share; $1,575,000 total (not including the underwriters’ over-allotment option to purchase additional shares) |
| Maturity Date: | Perpetual (unless redeemed by the Issuer on or after November 20, 2030 or pursuant to its special optional redemption right, or converted by a holder in connection with a change of control described below under “Change of Control”) |
| Trade Date: | November 13, 2025 |
| Settlement Date: | November 20, 2025 (T + 5) |
| Liquidation Preference: | $25.00, plus accrued and unpaid dividends |
| Dividend Rate: | 8.00% per annum of the $25.00 per share liquidation preference (equivalent to $2.00 per annum per share), accruing from November 20, 2025 |
| Dividend Payment Dates: | Quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on January 31, 2026, to holders of record as of January 15, 2026; the first dividend will be paid on February 2, 2026 since January 31, 2026 is not a business day |
| Optional Redemption: | The Issuer may not redeem the Series B Preferred<br> Stock prior to November 20, 2030, except in limited circumstances to preserve its status as a real estate investment trust and pursuant<br> to the special optional redemption provision described below under “Special Optional Redemption.”<br><br> <br><br><br> <br>The Issuer may, at its option, redeem the Series B<br> Preferred Stock for cash, in whole or in part, from time or from time to time, at any time, on or after November 20, 2030 at a redemption<br> price equal to $25.00 per share, plus any accumulated and unpaid dividends up to (whether or not authorized or declared), if any, to,<br> but excluding, the date of redemption. |
| Special Optional Redemption: | Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series B Preferred Stock for cash, in whole or in part, within 120 days after the date on which such Change of Control occurred, by paying $25.00 per share, plus any accumulated and unpaid dividends (whether or not authorized or declared), if any, to, but excluding, the date of redemption. If, prior to the Change of Control Conversion Date (as defined below), the Issuer has provided or provides notice of its election to redeem the Series B Preferred Stock (whether pursuant to the optional redemption right or the special redemption option), the holders of Series B Preferred Stock will not be permitted to exercise the conversion right described below with respect to the shares subject to such notice. |
Schedule B-1 - 2
| Change of Control: | A “Change of Control” means,<br> after the original issuance of the Series B Preferred Stock, the following have occurred and are continuing:<br><br> <br><br><br> <br>· <br> the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of<br> the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other<br> acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions of shares of the Issuer’s<br> stock entitling that person to exercise more than 50% of the total voting power of all stock of the Issuer entitled to vote generally<br> in the election of the Issuer’s directors (except that the person will be deemed to have beneficial ownership of all securities<br> that the person has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of<br> a subsequent condition); and<br><br> <br><br><br> <br>· <br> following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving<br> entity has a class of common equity securities listed on the New York Stock Exchange (the “NYSE”), the NYSE American,<br> LLC (the “NYSE American”) or the Nasdaq Stock Market (“Nasdaq”), or listed or quoted on an exchange or quotation<br> system that is a successor to the NYSE, the NYSE American or Nasdaq.<br><br> <br><br><br> <br>Notwithstanding the foregoing, if the transaction<br> or series of transactions described in the first bullet point above (the “Change of Control Transaction”) forms part<br> of a series of related transactions that are closed or consummated within twelve (12) months of the closing or consummation of the<br> Change of Control Transaction (including, without limitation, any merger, consolidation, sale or transfer of assets, recapitalization,<br> reorganization, or special or extraordinary distribution, in each case outside of the ordinary course of the Issuer’s business<br> (the “Related Transactions”)), and if the aggregate consideration paid to the Issuer and/or holders of its common stock<br> in connection with the Change of Control Transaction represents less than 50.0% of the aggregate consideration payable to the Issuer<br> and/or its holders of common stock in connection with both the Change of Control Transaction and the Related Transaction on a combined<br> basis, then the Change of Control Transaction shall be deemed to constitute a Change of Control, regardless of whether the second<br> bullet point above is satisfied |
|---|---|
| Conversion Rights: | Upon the occurrence of a Change of Control,<br> each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Issuer<br> has provided or provides notice of its election to redeem the Series B Preferred Stock in whole or in part) to convert some<br> or all of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares<br> of the Issuer’s common stock per share of Series B Preferred Stock to be converted equal to the lesser of:<br><br> <br>· <br>the quotient obtained by dividing (i) the sum of (x) the liquidation preference amount of $25.00 per share of Series B<br>Preferred Stock, plus (y) the amount of any accrued and unpaid dividends (whether or not declared) to, but excluding, the Change<br>of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend<br>payment for which dividends have been declared and prior to the corresponding Series B Preferred Stock dividend payment date, in<br>which case no additional amount for such accrued and unpaid dividend will be included in this sum and such declared dividend will instead<br>be paid, on such dividend payment date, to the holder of record of the shares of Series B Preferred Stock to be converted as of<br>5:00 p.m. New York City time, on such record date) by (ii) the Common Stock Price; and |
| --- | --- |
Schedule B-1 - 3
| · 1.55666 (i.e., the Share Cap), subject to certain adjustments; <br><br>subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement.<br><br> <br><br><br> <br>The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations with respect to the Issuer’s common stock as described in the preliminary prospectus supplement.<br><br> <br><br><br> <br>Upon such a conversion, the holders will be limited to a maximum number of shares of the Issuer’s common stock equal to the lesser of (i) the conversion value (equal to the liquidation preference and unpaid and accrued dividends), divided by the closing price on the date of the event triggering the Change of Control and (ii) the Share Cap, subject to adjustments, which may result in a holder receiving value that is less than the liquidation preference of the Series B Preferred Stock.<br><br> <br><br><br> <br>If, prior to the Change of Control Conversion Date, the Issuer has provided or provides a redemption notice (whether pursuant to the special optional redemption right or its special redemption option), holders of Series B Preferred Stock will not be permitted to convert the shares of the Series B Preferred Stock selected for redemption in connection with the Change of Control Conversion.<br><br> <br><br><br> <br>The “Change of Control Conversion Date” is the date on which the shares of Series B Preferred Stock are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of shares of Series B Preferred Stock.<br><br> <br><br><br> <br>The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange |
|---|
Schedule B-1 - 4
| CUSIP/ISIN: | 37954A402 / US37954A4022 |
|---|---|
| Joint Book-Running Managers: | Raymond James & Associates, Inc.<br><br> <br>BMO Capital Markets Corp.<br><br> <br>Stifel, Nicolaus & Company, Incorporated<br><br> <br>Robert W. Baird & Co. Incorporated |
| Co-Managers: | Janney Montgomery Scott LLC<br><br> B. Riley Securities, Inc.<br><br> <br>Ladenburg Thalmann & Co. Inc<br><br> Berenberg Capital Markets LLC<br><br> Colliers Securities LLC |
| Listing: | The Issuer intends to file an application to list the Series B Preferred Stock on the NYSE under the symbol “GMRE-PrB”. If the application is approved, trading of the Series B Preferred Stock on the NYSE is expected to begin within 30 days after the Series B Preferred Stock is first issued. |
This communication is intended for the sole use of the person towhom it is provided by the sender.
The Issuer has filed a registration statement (including a prospectusand a prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communicationrelates. Before you invest, you should read the base prospectus and prospectus supplement in that registration statement and other documentsthe Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for freeby visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offeringwill arrange to send you the prospectus and prospectus supplement if you request it by contacting Raymond James & Associates, Inc.,Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, or by email at prospectus@raymondjames.com;BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email at bmoprospectus@bmo.com;Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, 1201 Wills Street, Suite 600, Baltimore,MD 21231, or by email at syndprospectus@stifel.com; and Robert W. Baird & Co. Incorporated, Attention: SyndicateDepartment, 777 E. Wisconsin Avenue, Milwaukee, WI 53202, telephone: 800-792-2473, email: syndicate@rwbaird.com.
Schedule B-1 - 5
SCHEDULE C
SUBSIDIARIES
Global Medical REIT L.P.
Global Medical REIT GP LLC
Inter-American Management LLC
GMR ALBERTVILLE, LLC
GMR ALTOONA, LLC
GMR AMARILLO, LLC
GMR ASHEVILLE, LLC
GMR ATHENS-200, LLC
GMR ATHENS-600, LLC
GMR AUSTIN, LLC
GMR BANNOCKBURN, LLC
GMR BASTROP, LLC
GMR BEAUMONT, LLC
GMR BELPRE, LLC
GMR BOUNTIFUL, LLC
GMR BRADENTON 2101 61ST STREET, LLC
GMR BRADENTON 2203 61ST STREET, LLC
GMR BRADENTON 53RD AVENUE, LLC
GMR BRADENTON POINTE WEST, LLC
GMR BROCKPORT, LLC
GMR CALEDONIA, LLC
GMR CANANDAIGUA, LLC
GMR CAPE CORAL VISCAYA 1255, LLC
GMR CAPE CORAL VISCAYA 1261, LLC
GMR CAPE CORAL VISCAYA 1265, LLC
GMR CAPE CORAL, LLC
GMR CAPE CORAL SOUTHEAST, LLC
GMR CAPE GIRARDEAU, LLC
GMR CENTERVILLE, LLC
GMR CERRITOS, LLC
GMR CHANDLER DOBSON, LLC
GMR CHANDLER PECOS I, LLC
GMR CHANDLER PECOS II, LLC
GMR CHANDLER VAL VISTA I, LLC
GMR CINCINNATI BEECHMONT, LLC
GMR CLERMONT, LLC
GMR CLINTON TOWNSHIP, LLC
GMR CLINTON, LLC
GMR CLIVE, LLC
GMR CONWAY, LLC
Schedule C - 1
GMR CORONA, LLC
GMR DALLAS NORTH CENTRAL, LLC
GMR DANVILLE, LLC
GMR DECATUR, LLC
GMR DES MOINES EN, LLC
GMR DES MOINES WEST, LLC
GMR DUMFRIES, LLC
GMR EAST DALLAS HOSPITAL, LLC
GMR EAST DALLAS LAND, LLC
GMR EAST GRAND FORKS, LLC
GMR EAST ORANGE, LLC
GMR EAST VENICE, LLC
GMR EL PASO, LLC
GMR FAIRBANKS, LLC
GMR FAIRFAX HAMAKER, LLC
GMR FAIRFAX, LLC
GMR FLOWER MOUND, LLC
GMR FORSYTH 241 WEAVER, LLC
GMR FORSYTH 389 WEAVER, LLC
GMR FORT MYERS CAMELOT, LLC
GMR FORT MYERS PARK ROYAL, LLC
GMR FORT WORTH OVERTON RIDGE, LLC
GMR FRANKFORT, LLC
GMR FREMONT, LLC
GMR GAINESVILLE SHERWOOD, LLC
GMR GAINESVILLE, LLC
GMR GILBERT, LLC
GMR GLENVIEW, LLC
GMR GRAND RAPIDS BELTLINE, LLC
GMR GRAND RAPIDS MAIN, LLC
GMR GRAND RAPIDS WALKER, LLC
GMR GRAND RAPIDS WILSON, LLC
GMR GREENWOOD EMERSON, LLC
GMR GREENWOOD, LLC
GMR HERMITAGEGARDENWAY,LLC
GMR HIALEAH, LLC
GMR HUDSON, LLC
GMR JACKSON, LLC
GMR JACKSONVILLE RIVERSIDE LLC
GMR LAKE GENEVA, LLC
GMR LANCASTER, LLC
GMR LANSING JOLLY 3390, LLC
GMR LANSING JOLLY 3400, LLC
GMR LANSING PATIENT, LLC
GMR LAS CRUCES, LLC
GMR LAS VEGAS PECOS, LLC
Schedule C - 2
GMR LAS VEGAS WARM SPRINGS, LLC
GMR LAS VEGAS, LLC
GMR LEE'S SUMMIT NORTHEAST, LLC
GMR LEE'S SUMMIT, LLC
GMR LEMOYNE, LLC
GMR LEWISBURG, LLC
GMR LITTLE ROCK, LLC
GMR LIVONIA, LLC
GMR LONDON, LLC
GMR LUBBOCK, LLC
GMR MCALLEN, LLC
GMR MECHANICSBURG, LLC
GMR MELBOURNE PINE, LLC
GMR MELBOURNE, LLC
GMR MEMPHIS EXETER, LLC
GMR MEMPHIS, LLC
GMR MENTOR, LLC
GMR MESA, LLC
GMR MINOT, LLC
GMR MOLINE, LLC
GMR MORGANTOWN, LLC
GMR MUNSTER, LLC
GMR OKLAHOMA NORTHWEST, LLC
GMR OMAHA, LLC
GMR ORLANDO, LLC
GMR PARIS, LLC
GMR PENSACOLA DAVIS, LLC
GMR PENSACOLA GRANDE, LLC
GMR PENSACOLA MARKET, LLC
GMR PITTSBURGH, LLC
GMR PLANO, LLC
GMR PLYMOUTH, LLC
GMR PORT ST. LUCIE, LLC
GMR READING, LLC
GMR REDDING BUTTE, LLC
GMR REDDING CHURN CREEK, LLC
GMR ROCKY POINT, LLC
GMR ROSEDALE 5233, LLC
GMR ROSEDALE 5235, LLC
GMR RUSKIN, LLC
GMR RUSSELLVILLE, LLC
GMR SAINT GEORGE, LLC
GMR SAN MARCOS, LLC
GMR SANDUSKY, LLC
GMR SARASOTA CLARK, LLC
GMR SARASOTA, LLC
Schedule C - 3
GMR SHEBOYGAN, LLC
GMR SHERMAN, LLC
GMR SILVIS, LLC
GMR SLIPPERY ROCK, LLC
GMR SOMERSET, LLC
GMR SOUTHERN IL SHILOH 1191, LLC
GMR SOUTHERN IL SHILOH 1197, LLC
GMR SOUTHERN IL CARBONDALE, LLC
GMR SOUTHERN IL, LLC
GMR SPARTANBURG, LLC
GMR SPRING HILL COUNTY LINE, LLC
GMR SPRING HILL MEDICAL CENTER, LLC
GMR SURPRISE, LLC
GMR SYRACUSE, LLC
GMR TALLAHASSEE, LLC
GMR TOLEDO, LLC
GMR TUCSON CARONDELET, LLC
GMR TUCSON SILVERBELL, LLC
GMR VENICE, LLC
GMR VERNON KEYNOTE, LLC
GMR VERNON, LLC
GMR WATERTOWN, LLC
GMR WEST ALLIS, LLC
GMR WEST EL PASO, LLC
GMR WESTLAND CENTRAL CITY, LLC
GMR WESTLAND, LLC
GMR WINSTON-SALEM, LLC
GMR WYOMISSING, LLC
GMR YUMA 20, LLC
GMR YUMA 25, LLC
GMR ZACHARY, LLC
Schedule C - 4
Exhibit 3.1
GLOBAL MEDICAL REIT INC.
ARTICLES SUPPLEMENTARY
8.00% SERIES B CUMULATIVE REDEEMABLE PREFERREDSTOCK
Global Medical REIT Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: The charter of the Company (the “Charter”) authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) (of which 3,105,000 shares have been classified as shares of the 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”)), issuable from time to time in one or more series, and authorize the Company’s board of directors (the “Board”) to classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.
SECOND: Under the authority contained in the Charter, the Board and a duly authorized committee thereof, have classified and designated 2,300,000 shares of Preferred Stock of the Company as 8.00% Series B Cumulative Redeemable Preferred Stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, which upon any restatement of the Charter, shall be deemed to be part of Article VI of the Charter, with any necessary or appropriate changes to the enumeration of sections or subsections hereof. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Charter.
8.00% Series B Cumulative Redeemable Preferred Stock
(1) Designationand Number. A series of Preferred Stock, designated as the “8.00% Series B Cumulative Redeemable Preferred Stock” (the “Series B Preferred Stock”), is hereby established. The par value of the Series B Preferred Stock is $0.001 per share. The number of shares of Series B Preferred Stock shall be 2,300,000.
(2) Maturity. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.
(3) Ranking. The Series B Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “Liquidation Event”), rank (a) senior to the common stock, $0.001 par value per share (the “Common Stock”), and any other class or series of equity securities, now or hereafter issued and outstanding, the terms of which provide that such equity securities rank, as to dividend payments and the distribution of assets upon a Liquidation Event, junior to such Series B Preferred Stock (“Junior Equity Securities”), (b) on parity with the Series A Preferred Stock and any other preferred or convertible preferred securities of the Company, the terms of which provide for cumulative dividends, now or hereafter issued and outstanding other than the securities referred to in clauses (a) and (c) (“Parity Equity Securities”); and (c) junior to all equity securities issued by the Company with terms specifically providing that such equity securities rank senior to the Series B Preferred Stock with respect to rights of dividend payments and the distribution of assets upon a Liquidation Event (“Senior Equity Securities”). For the avoidance of doubt, the term “equity securities” does not include convertible or exchangeable debt securities, which debt securities would rank senior to the Series B Preferred Stock.
(4) Dividends.
(a) Dividends on each outstanding share of Series B Preferred Stock shall be cumulative from and including November 20, 2025 (the “Original Issue Date”) and shall be payable (i) for the period from the Original Issue Date to, but excluding the January 31, 2026 payment date on January 31, 2026, to holders of record as of January 15, 2026, and (ii) for each quarterly distribution period thereafter, quarterly in equal amounts in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2026 (each such day being hereinafter called a “Series B Dividend Payment Date”) at the rate set forth in paragraph 4(b) hereof; provided, however, that if any Series B Dividend Payment Date falls on any day other than a Business Day (as defined herein), the dividend that would otherwise have been payable on such Series B Dividend Payment Date may be paid on the next succeeding Business Day (as defined herein) with the same force and effect as if paid on such Series B Dividend Payment Date, and no interest or other sums shall accrue on the amount so payable from such Series B Dividend Payment Date to such next succeeding Business Day (as defined herein). Each dividend is payable quarterly in arrears to holders of record as they appear on the share records of the Company at 5:00 p.m., New York time, on the record date, which shall be January 15, April 15, July 15 or October 15 immediately preceding the applicable Series B Dividend Payment Date (each such date, a “Record Date”). Dividends shall accrue and be cumulative from the most recent Series B Dividend Payment Date to which dividends have been paid in full (a “Prior Dividend Payment Date”) (or if no Prior Dividend Payment Date, from the Original Issue Date). The dividends payable on any Series B Dividend Payment Date shall include dividends accumulated to, but excluding, such Series B Dividend Payment Date. Dividends on the Series B Preferred Stock will accumulate whether or not in any such dividend period or periods there shall be funds legally available for the payment of such dividends, whether the Company has earnings or whether such dividends are authorized. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred Stock that may be in arrears. Holders of the Series B Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or shares, in excess of full cumulative dividends, as herein provided, on the Series B Preferred Stock. Dividends payable on the Series B Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months. Dividends payable on the Series B Preferred Stock for each full dividend period will be computed by dividing Per Annum Amount (as defined herein) by four. After full cumulative distributions on the Series B Preferred Stock have been paid or declared and funds therefor set aside for payment with respect to a dividend period, the holders of Series B Preferred Stock will not be entitled to any further distributions with respect to that dividend period.
2
(b) On and after the Original Issue Date, holders of the then outstanding shares of Series B Preferred Stock shall be entitled to receive, when, as and if authorized by the Board, or a duly authorized committee of the Board, and declared by the Company, out of funds legally available for payment of dividends, cumulative cash dividends at the rate of 8.00% per annum on the $25.00 liquidation preference of each share of Series B Preferred Stock (equivalent to $2.00 per annum per share (the “Per Annum Amount”)).
(c) The Board shall not authorize and declare, and the Company shall not pay or set apart for payment, any dividends on the Series B Preferred Stock at such time as the terms and provisions of any agreement of the Company, including any agreement relating to the Company’s indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.
(d) If, for any taxable year, the Company elects to designate as a “capital gain dividend” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of the Company’s equity securities (the “Total Dividends”), then, except as otherwise required by applicable law, that portion of the Capital Gains Amount that shall be allocable to the holders of Series B Preferred Stock shall be in proportion to the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series B Preferred Stock for the year bears to the Total Dividends. Except as otherwise required by applicable law, the Company will make a similar allocation with respect to any undistributed long-term capital gains of the Company which are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount which would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by the Company to its stockholders.
(e) So long as any shares of Series B Preferred Stock are outstanding, the Board shall not authorize and declare, and the Company shall not pay or set apart for payment, except as described in the immediately following sentence, any dividends on any series or class or classes of Parity Equity Securities for any period unless full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Stock for all prior dividend periods. When dividends are not paid (or duly provided for) on any dividend payment date (or, in the case of Parity Equity Securities having dividend payment dates different from the dividend payment dates pertaining to the Series B Preferred Stock, on a dividend payment date falling within the related dividend period for Series B Preferred Stock) in full upon the Series B Preferred Stock and any shares of Parity Equity Securities, all dividends declared upon the Series B Preferred Stock and all such Parity Equity Securities payable on such dividend payment date (or, in the case of Parity Equity Securities having dividend payment dates different from the dividend payment dates pertaining to the Series B Preferred Stock, on a dividend payment date falling within the related dividend period for the Series B Preferred Stock) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends per share on the Series B Preferred Stock and all Parity Equity Securities payable on such dividend payment date (or, in the case of Parity Equity Securities having dividend payment dates different from the dividend payment dates pertaining to the Series B Preferred Stock, on a dividend payment date falling within the related dividend period for the Series B Preferred Stock) bear to each other.
3
(f) So long as any shares of Series B Preferred Stock are outstanding, the Board shall not authorize and declare, and the Company shall not pay or set apart for payment, any dividends (other than dividends or distributions paid solely in Junior Equity Securities of, or in options, warrants or rights to subscribe for or purchase, Junior Equity Securities) or other distribution upon Junior Equity Securities, nor shall any Junior Equity Securities be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or a conversion into or exchange for Junior Equity Securities or redemptions for the purpose of qualifying the Company as, or preserving the Company’s qualification as, a REIT), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such shares) by the Company, directly or indirectly (except by conversion into or exchange for Junior Equity Securities), unless in each case all cumulative dividends on all outstanding shares of Series B Preferred Stock and any Parity Equity Securities at the time such dividends are payable shall have been paid or set apart for payment for all past dividend periods with respect to the Series B Preferred Stock and all past dividend periods with respect to such Parity Equity Securities.
(g) Any dividend payment made on the Series B Preferred Stock, including any Capital Gains Amounts, shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.
(h) As used herein, the term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
(i) As used herein, the term “dividend” does not include dividends payable solely in Junior Equity Securities on Junior Equity Securities, or in options, warrants or rights to holders of Junior Equity Securities to subscribe for or purchase any Junior Equity Securities.
(5) LiquidationPreference.
(a) In the event of any Liquidation Event, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of Junior Equity Securities, the holders of the Series B Preferred Stock shall be entitled to receive (i) a liquidating distribution in the amount of $25.00 per share, plus (ii) an amount per share of Series B Preferred Stock equal to all dividends (whether or not authorized or declared) accrued and unpaid thereon to, but excluding, the date of final distribution to such holders (the “Liquidation Preference”); but such holders of the Series B Preferred Stock shall not be entitled to any further payment after receiving the full Liquidation Preference.
4
(b) If, upon any Liquidation Event, the assets of the Company, or proceeds thereof, distributable among the holders of the Series B Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Equity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B Preferred Stock and any such other Parity Equity Securities ratably in accordance with the respective amounts that would be payable on such Series B Preferred Stock and any such other Parity Equity Securities if all amounts payable thereon were paid in full. For the purposes of this paragraph (5), none of (i) a consolidation or merger of the Company with one or more other entities, (ii) a statutory share exchange or (iii) a voluntary sale, transfer or conveyance of all or substantially all of the Company’s assets, properties or business shall be deemed to be a Liquidation Event of the Company.
(c) Subject to the rights of the holders of Parity Equity Securities, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series B Preferred Stock, as provided in this paragraph (5), any series or class or classes of Junior Equity Securities shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Stock shall not be entitled to share therein.
(d) Written notice of any such liquidation, dissolution or winding up of the Company, stating the payment date or dates when, and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the share transfer records of the Company.
(e) In determining whether any distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of shares of stock or otherwise is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of the Series B Preferred Stock will not be added to the Company’s total liabilities.
(6) Redemption. The Series B Preferred Stock is not redeemable except as provided in this paragraph (6).
(a) Redemptionat the Option of the Company. (i) Except as otherwise permitted by the Charter, the Company may not redeem the Series B Preferred Stock until after November 20, 2030 except in limited circumstances relating to the Company qualifying and maintaining its qualification as a REIT as set forth in Article V of the Charter and pursuant to the Special Redemption Right (as defined herein). Any time after November 20, 2030, the Company, at its option, upon giving notice as provided below, may redeem some or all of the Series B Preferred Stock from time to time, at any time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends (whether or not authorized or declared), if any, to, but excluding, the date fixed for redemption (the “Regular Redemption Right”).
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(ii) The following provisions set forth the procedures for redemption pursuant to the Regular Redemption Right:
(A) A notice of redemption (which may be contingent upon the occurrence of a future event) shall be mailed, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the redemption date, addressed to the holders of record of the Series B Preferred Stock at their addresses as they appear on the Company’s share transfer records (provided that, if the Series B Preferred Stock is held in book-entry form through The Depository Trust Company, or “DTC”, the Company may give such notice in any manner permitted by DTC). A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any Series B Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series B Preferred Stock may be listed for trading, each notice shall state: (1) the redemption date; (2) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where the certificates, if any, evidencing the shares of Series B Preferred Stock are to be surrendered for payment of the redemption price. In the case of any redemption of only part of the Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot.
(B) Upon any redemption of Series B Preferred Stock, the Company shall pay any accrued and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If a redemption date falls after a Record Date for a Series B Preferred Stock dividend payment and prior to the corresponding Series B Dividend Payment Date, then each holder of the Series B Preferred Stock at the close of business on such Record Date shall be entitled to the dividend payable on such Series B Preferred Stock on the corresponding Series B Dividend Payment Date notwithstanding the redemption of such Series B Preferred Stock before such Series B Dividend Payment Date. Except as provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any Series B Preferred Stock called for redemption.
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(C) If full cumulative dividends on the Series B Preferred Stock and any other series or class or classes of Parity Equity Securities have not been paid or declared and set apart for payment, except as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise acquire Series B Preferred Stock or any Parity Equity Securities (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or a conversion into or exchange for Junior Equity Securities or redemptions for the purpose of qualifying the Company as, or preserving the Company’s qualification as, a REIT).
(D) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends shall cease to accrue on the Series B Preferred Stock called for redemption (except that, in the case of a redemption date after a Record Date and prior to the related Series B Dividend Payment Date, holders of Series B Preferred Stock on the applicable Record Date will be entitled on such Series B Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series B Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series B Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.
(b) SpecialRedemption Right Upon a Change of Control. (i) Upon the occurrence of a Change of Control (as defined herein), the Company shall have the option, upon giving notice to the holders of the Series B Preferred Stock as provided below, to redeem all or any part of the Series B Preferred Stock at any time within one hundred twenty (120) days after the date on which the Change of Control has occurred (the “Special Redemption Right”), for cash equal to the $25.00 per share, plus any accumulated and unpaid dividends (whether or not authorized or declared), if any, to, but excluding, the redemption date (the “Special Redemption Price”). If, prior to the Change of Control Conversion Date (as defined herein), the Company exercises its Regular Redemption Right or Special Redemption Right in connection with a Change of Control, holders of Series B Preferred Stock shall not be permitted to exercise their Change of Control Conversion Right (as defined herein).
A “Change of Control” shall be deemed to have occurred at such time after the Original Issue Date when the following have occurred and are continuing:
(A) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger, conversion or other acquisition transaction or series of purchases, mergers, conversions or other acquisition transactions, of shares of our stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of our stock entitled to vote generally in the election of directors (except that the person will be deemed to have beneficial ownership of all securities that the person has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
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(B) following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common equity securities listed on the NYSE, the NYSE American or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, NYSE American or NASDAQ.
Notwithstanding the foregoing, if the transaction or series of transactions described in clause (A) above (the “Change of Control Transaction”) forms part of a series of related transactions that are closed or consummated within twelve (12) months of the closing or consummation of the Change of Control Transaction (including, without limitation, any merger, consolidation, sale or transfer of assets, recapitalization, reorganization, or special or extraordinary distribution, in each case outside of the ordinary course of the Company’s business (the “Related Transactions”)), and if the aggregate consideration paid to the Company and/or holders of the Common Stock in connection with the Change of Control Transaction represents less than 50.0% of the aggregate consideration payable to the Company and/or holders of the Common Stock in connection with both the Change of Control Transaction and the Related Transaction on a combined basis, then the Change of Control Transaction shall be deemed to constitute a Change of Control, regardless of whether clause (B) above is satisfied.
(ii) The following provisions set forth the procedures for redemption pursuant to the Special Redemption Right:
(A) A notice of redemption shall be mailed, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, addressed to the holders of record of the Series B Preferred Stock at their addresses as they appear on the Company’s share transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any Series B Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series B Preferred Stock may be listed or admitted to trading, each notice shall state: (1) the redemption date; (2) the special redemption price; (3) a statement setting forth the calculation of such special redemption price in accordance with paragraph (6)(b); (4) the number of shares of Series B Preferred Stock to be redeemed; (5) the place or places where the certificates, if any, evidencing the Series B Preferred Stock are to be surrendered for payment of the redemption price; (6) procedures for surrendering noncertificated shares of Series B Preferred Stock for payment of the redemption price; (7) that dividends on the Series B Preferred Stock to be redeemed will cease to accrue on such redemption date except as otherwise provided herein and unless the Company shall fail to pay the redemption price on such date; (8) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series B Preferred Stock; (9) that the shares of Series B Preferred Stock are being redeemed pursuant to the Special Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (10) that the holders of the Series B Preferred Stock to which the notice relates will not be able to tender such Series B Preferred Stock for conversion in connection with the Change of Control and each share of Series B Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date (as defined herein), for redemption shall be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date.
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(B) Upon the redemption of the Series B Preferred Stock, the Company shall pay any accrued and unpaid dividends in arrears for any dividend period ending on or prior to the redemption date. If the redemption date falls after a Record Date for a Series B Preferred Stock dividend payment and prior to the corresponding Series B Dividend Payment Date, then each holder of the Series B Preferred Stock at the close of business on such Record Date shall be entitled to the dividend payable on such Series B Preferred Stock on the corresponding Series B Dividend Payment Date notwithstanding the redemption of such Series B Preferred Stock before such Series B Dividend Payment Date. Except as provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any Series B Preferred Stock called for redemption.
(C) If full cumulative dividends on the Series B Preferred Stock and any other series or class or classes of Parity Equity Securities have not been paid or declared and set apart for payment, except as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise acquire Series B Preferred Stock or any Parity Equity Securities (other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or a conversion into or exchange for Junior Equity Securities or redemptions for the purpose of qualifying the Company as, or preserving the Company’s qualification as, a REIT).
(D) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar and transfer agent a sufficient amount of cash to effect the redemption, dividends shall cease to accrue on the Series B Preferred Stock called for redemption (except that, in the case of a redemption date after a Record Date and prior to the related Series B Dividend Payment Date, holders of shares of Series B Preferred Stock on the applicable Record Date will be entitled on such Series B Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series B Dividend Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series B Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such redemption.
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(c) Statusof Redeemed Series B Preferred Stock. Any shares of Series B Preferred Stock that shall at any time have been redeemed (whether by the Regular Redemption Right or the Special Redemption Right) shall, after such redemption, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board.
(7) VotingRights. Except as otherwise set forth herein or as required by applicable law, the Series B Preferred Stock shall not have any relative, participating, optional or other voting rights or powers, and the consent of the holders thereof shall not be required for the taking of any action by the Company. In any matter in which the holders of Series B Preferred Stock are entitled to vote, each such holder shall have the right to one vote for each share of Series B Preferred Stock held by such holder.
(a) Rightto Elect Two Directors After Extended Dividend Arrearages.
(i) If and whenever six (6) or more quarterly dividends (whether or not consecutive) payable on the Series B Preferred Stock are in arrears, whether or not authorized or declared, the number of directors then constituting the Board shall be increased by two and the holders of Series B Preferred Stock, voting together as a single class with the holders of Series A Preferred Stock and the holders of any other series of Parity Equity Securities upon which like voting rights have been conferred and are exercisable (any such other series, the “Voting Preferred Stock”), shall have the right to elect two (2) additional directors (each, a “Preferred Stock Director”) at a special meeting of the holders of the Series B Preferred Stock called upon the request of at least ten percent (10%) of such holders, or at the Company’s next annual meeting and at each subsequent annual meeting of stockholders until all unpaid dividends with respect to the Series B Preferred Stock and such other Voting Preferred Stock have been paid. Whenever all dividend arrearages on the Series B Preferred Stock and the Voting Preferred Stock then outstanding have been paid, then the right of the holders of the Series B Preferred Stock and the Voting Preferred Stock to elect two (2) Preferred Stock Directors will cease, the terms of office of the Preferred Stock Directors shall terminate immediately and the number of directors shall be reduced accordingly; provided, however, the right of the holders of the Series B Preferred Stock and the Voting Preferred Stock to elect the additional directors will again vest if and whenever six (6) quarterly dividends are in arrears, as described above.
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(ii) A Preferred Stock Director shall be elected by a vote of holders of record (as of the record date for the special or annual meeting, as the case may be) of a plurality of votes cast. Any of the Preferred Stock Directors elected by holders of the Voting Preferred Stock may be removed at any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, holders of record (as of the record date for the special or annual meeting, as the case may be) of a majority of the outstanding Voting Preferred Stock. So long as a dividend arrearage continues, any vacancy in the office of any Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of the Voting Preferred Stock. In no event shall the holders of Series B Preferred Stock be entitled pursuant to these voting rights to elect a director that would cause the Company to fail to satisfy a requirement relating to director independence of any national securities exchange on which any class or series of the Company’s shares are listed. In class votes with other Voting Preferred Stock, Preferred Stock of different series shall vote in proportion to the liquidation preference of the Preferred Stock.
(iii) Special meetings pursuant to this paragraph (7)(a) shall be in accordance with the procedures for “Stockholder-Requested Special Meetings” in the Company’s Bylaws; except that (a) the request of at least ten percent (10%) of the holders of the Series B Preferred Stock is required to call the meeting, as set forth above and (b) the Company, rather than the holders of Series B Preferred Stock, shall pay all costs and expenses of calling and holding such meeting, including without limitation, the costs of preparing and mailing or delivering notice of such meeting, of renting meeting space for such meeting to be held and of collecting and tabulating votes.
(iv) The provisions of this paragraph (7)(a) shall supersede anything inconsistent contained in the Charter or bylaws of the Company.
(b) SupermajorityVoting Rights. So long as any Series B Preferred Stock are outstanding, the approval of two-thirds of the votes entitled to be cast by the holders of outstanding shares of Series B Preferred Stock, voting together as a single class with the Voting Preferred Stock, either at a meeting of shareholders or by written consent, is required (i) to authorize, create, issue or increase the number of authorized or issued shares of any class or series of Senior Equity Securities, or to reclassify any authorized equity securities of the Company into such Senior Equity Securities, or to create, authorize or issue any obligation or security convertible into or evidencing the right to purchase such Senior Equity Securities, or (ii) to amend, alter or repeal any provisions of the Charter (including these Articles Supplementary), whether by merger, consolidation or otherwise, to affect materially and adversely the voting powers, rights or preferences of the holders of the Series B Preferred Stock, unless in connection with any such amendment, alteration or repeal, the Series B Preferred Stock remain outstanding without the terms thereof being materially changed in any respect adverse to the holders thereof or is converted into or exchanged for Preferred Stock of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to those of the Series B Preferred Stock (provided that if such amendment materially and adversely affects the rights, preferences, privileges or voting powers of the Series B Preferred Stock disproportionately relative to other classes or series of Voting Preferred Stock, then the consent of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock (voting as a separate class) is required). Holders of the Series B Preferred Stock have the exclusive right to vote on any amendment to the Charter on which holders of the Series B Preferred Stock are otherwise entitled to vote and that would alter only the rights, as expressly set forth in the Charter, of the Series B Preferred Stock, and provided, further, that no holders of any other class or series of stock shall be entitled to vote on any amendments to the Charter that would alter only the rights, as expressly set forth in the Charter, of the Series B Preferred Stock. However, the Company may create additional classes of Parity Equity Securities and Junior Equity Securities, amend the Charter and these Articles Supplementary to increase the authorized number of Parity Equity Securities (including the Series B Preferred Stock) and Junior Equity Securities and issue additional series of Parity Equity Securities and Junior Equity Securities without the consent of any holder of Series B Preferred Stock.
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(c) Effectof Redemption Upon Voting Rights. The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.
(8) InformationRights. During any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, and any shares of Series B Preferred Stock are outstanding, the Company will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series B Preferred Stock, as their names and addresses appear in the record books of the Company and without cost to such holders, copies of the annual reports and quarterly reports that the Company would have been required to file with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject thereto (other than any exhibits that would have been required) and (ii) promptly, upon request, supply copies of such reports to any prospective holder of Series B Preferred Stock. The Company will mail (or otherwise provide) the information to the holders of Series B Preferred Stock within fifteen (15) days after the respective dates by which an annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, would be due if the Company were subject to Section 13 or 15(d) of the Exchange Act and was required to file such reports with the SEC.
(9) OtherLimitations; Ownership and Transfer. The shares of Series B Preferred Stock constitute equity securities of the Company and are governed by and issued subject to all the limitations, terms and conditions of the Charter applicable to equity securities generally, including but not limited to the terms and conditions (including exceptions and exemptions) of Article VII of the Charter applicable to equity securities. The foregoing sentence shall not be construed to limit the applicability to the Series B Preferred Stock of any other term or provision of the Charter.
(10) Conversion. The Series B Preferred Stock is not convertible into or exchangeable for any other property or securities of Company, except as provided in this paragraph (10).
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(a) Conversionupon a Change of Control.
(i) Upon the occurrence of a Change of Control, each holder of the Series B Preferred Stock shall have the right, subject to the Special Redemption Right of the Company, to convert some or all of the Series B Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the relevant Change of Control Conversion Date (as defined herein) into a number of shares of Common Stock per share of Series B Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the liquidation preference amount of $25.00 per share of Series B Preferred Stock, plus (y) any accrued and unpaid dividends thereon (whether or not declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend payment for which dividends have been declared and prior to the corresponding Series B Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum and such declared dividend will instead be paid, on such dividend payment date, to the holder of record of the Series B Preferred Stock to be converted as of 5:00 p.m. New York City time, on such record date) by (ii) the Common Stock Price (as defined herein) (such quotient, the “Conversion Rate”), and (B) 1.55666 (the “Share Cap”), subject to the following:
(A) The Share Cap shall be subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of shares of Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.
(B) In the case of a Change of Control as a result of which holders of Common Stock are entitled to receive consideration other than solely Common Stock, including other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for shares of Common Stock (the “Alternative Form Consideration”), a holder of Series B Preferred Stock shall be entitled thereafter to convert (subject to the Company’s Special Redemption Right) such Series B Preferred Stock not into Common Stock but solely into the kind and amount of Alternative Form Consideration which the holder of Series B Preferred Stock would have owned or been entitled to receive upon such Change of Control as if such holder of Series B Preferred Stock then held the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”).
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(C) If the holders of Common Stock have the opportunity to elect the form of consideration to be received in such Change of Control, the Conversion Consideration shall be deemed to be the kind and amount of consideration actually received by holders of a majority of shares of Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of shares of Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.
(D) As used herein, the term “Common Stock Price” shall mean (i) if the consideration to be received in the Change of Control by holders of the Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of Control by holders of the Common Stock is other than solely cash, (x) the average of the closing price per share of Common Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten (10) consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten (10) consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common Stock is not then listed for trading on a U.S. securities exchange.
(ii) Within fifteen (15) days following the occurrence of a Change of Control, the Company shall provide to holders of Series B Preferred Stock a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right (“Change of Control Notice”). A failure to give such Change of Control Notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the conversion of any Series B Preferred Stock except as to the holder to whom the Change of Control Notice was defective or not given. Each Change of Control Notice shall state the following: (A) the events constituting the Change of Control; (B) the date of the Change of Control; (C) the last date and time by which the holders of Series B Preferred Stock may exercise their Change of Control Conversion Right, which shall be the Change of Control Conversion Date; (D) the method and period for calculating the Common Stock Price; (E) the Change of Control Conversion Date; (F) that if, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series B Preferred Stock, holders shall not be able to convert Series B Preferred Stock designated for redemption and such shares shall be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; (G) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series B Preferred Stock; (H) the name and address of the paying agent and the conversion agent; and (I) the procedures that the holders of Series B Preferred Stock must follow to exercise the Change of Control Conversion Right.
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(iii) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides a Change of Control Notice to the holders of Series B Preferred Stock.
(iv) In order to exercise the Change of Control Conversion Right, a holder of Series B Preferred Stock shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) or book entries evidencing the Series B Preferred Stock to be converted, duly endorsed for transfer (if certificates are delivered), together with a completed written conversion notice, to the transfer agent. Such conversion notice shall state: (A) the relevant Change of Control Conversion Date; (B) the number of shares of Series B Preferred Stock to be converted; and (C) that the Series B Preferred Stock are to be converted pursuant to the applicable provisions of the Series B Preferred Stock. Notwithstanding the foregoing, if the shares of Series B Preferred Stock are held in global form, such notice shall comply with applicable procedures of DTC. The “Change of Control Conversion Date” shall be a Business Day selected by the Company set forth in the Change of Control Notice that is no less than twenty (20) days nor more than thirty-five (35) days after the date on which the Company gives such notice.
(v) Holders of Series B Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to 5:00 PM Eastern time on the Business Day prior to the Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series B Preferred Stock; (ii) if certificated shares of Series B Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series B Preferred Stock; and (iii) the number of shares of Series B Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series B Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable DTC procedures.
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(vi) Series B Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date.
(vii) In connection with the exercise of any Change of Control Conversion Right, the Company shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of Series B Preferred Stock into Common Stock. Notwithstanding anything to the contrary contained herein, no holder of Series B Preferred Stock shall be entitled to convert such Series B Preferred Stock for Common Stock to the extent that receipt of such shares of Common Stock would cause such holder (or any other person) to Beneficially Own, within the meaning of the Charter, shares of Common Stock of the Company in excess of the Ownership Limit, as such term is defined in the Charter.
(viii) No fractional shares of Common Stock shall be issued upon the conversion of the Series B Preferred Stock (whether such conversion occurs by conversion at the option of the Company as set forth in paragraph (10)(a) or (c) hereof or by the Change of Control Conversion Right). In lieu of fractional shares, holders of the Series B Preferred Stock shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(ix) The Company will deliver all shares of Common Stock, cash (including, without limitation, cash in lieu of fractional shares of Common Stock) and any other property owing upon conversion no later than the Company’s (4th) Business Day following the Change of Control Conversion Date. Notwithstanding the foregoing, the persons entitled to receive any Common Stock or other securities delivered upon conversion will be deemed to have become the holders of record thereof as of the Change of Control Conversion Date.
(11) RecordHolders. The Company and the transfer agent for the Series B Preferred Stock may deem and treat the record holder of any Series B Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Company nor the transfer agent shall be affected by any notice to the contrary.
(12) Miscellaneous.
(a) PreemptiveRights. No holder of Series B Preferred Stock, as such, shall have any preemptive or preferential right to subscribe for or to purchase any additional shares of any class or series of equity securities of the Company or any securities convertible into or exercisable or exchangeable for shares of any class or series of equity securities of the Company.
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(b) TaxWithholding. The Company may withhold from or pay on behalf of or with respect to each holder of Series B Preferred Stock any amount of U.S. federal, state, local, or foreign taxes that the Company reasonably determines that it was or is required to withhold or pay with respect to any cash or property distributable, allocable or otherwise transferred to such holder pursuant to these Articles Supplementary, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Section 1441, 1442, or 1445 of the Internal Revenue Code of 1986, as amended.
(c) Officeor Agency. The Company will at all times maintain an office or agency in one of the 48 contiguous states of the United States of America where Series B Preferred Stock may be surrendered for payment (including upon redemption), registration of transfer or exchange.
(d) Severability. If any preference, conversion or other right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series B Preferred Stock is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption and other terms of the Series B Preferred Stock which can be given effect without the invalid, unlawful or unenforceable preference, conversion or other right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series B Preferred Stock shall remain in full force and effect and shall not be deemed dependent upon any other such preference, conversion or other right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series B Preferred Stock unless so expressed herein.
(e) Termsof the Series B Preferred Stock. All references to the “terms” of the Series B Preferred Stock (and all similar references) shall include all of the preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and provisions set forth in paragraphs (1) through (12), inclusive, hereof.
THIRD: The shares of Series B Preferred Stock have been classified and designated by the Board and a duly authorized committee thereof pursuant to the powers of the Board as contained in the Charter. These Articles Supplementary have been approved by the Board and a duly authorized committee thereof in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall become effective upon acceptance by the SDAT.
FIFTH: The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer of the Company acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its General Counsel and Secretary on this 17th day of November, 2025.
| ATTEST: | GLOBAL MEDICAL REIT INC. | ||
|---|---|---|---|
| By: | /s/ Jamie A. Barber | By: | /s/ Mark O. Decker, Jr. |
| Name: | Jamie A. Barber | Name: | Mark O. Decker, Jr. |
| Title: | General Counsel and Secretary | Title: | Chief Executive Officer and President |
[Signature Page to the Articles Supplementary]
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Exhibit 4.1
| Number *0*<br><br> <br><br><br> <br>8.00% SERIES<br> B CUMULATIVE REDEEMABLE<br><br> <br>PREFERRED STOCK | ****<br><br> <br>Global Medical REIT Inc.<br><br> <br>A CORPORATION FORMED UNDER THE LAWS<br> OF THE STATE OF MARYLAND | *0* Shares<br><br> <br><br><br> <br>8.00% SERIES<br> B CUMULATIVE REDEEMABLE<br><br> <br>PREFERRED STOCK<br><br> <br><br><br> <br>SEE REVERSE FOR IMPORTANT NOTICE ON<br><br> <br>TRANSFER RESTRICTIONS AND<br><br> <br>OTHER INFORMATION<br><br> <br><br><br> <br>CUSIP 37954A402<br><br> <br>ISIN US37954A4022 |
|---|
This Certifies that **Specimen**
is the record holder of ** Zero (0) **
FULLY PAID AND NON-ASSESSABLE SHARES OF 8.00% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.001 PAR VALUE PER SHARE, OF
Global MedicalREIT Inc.
(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”) and the amended and restated Bylaws of the Corporation and any amendments or supplements thereto. This Certificate is not valid unless countersigned and registered by its duly authorized officers and the Transfer Agent and Registrar.
| Dated: | |
|---|---|
| COUNTERSIGNED AND REGISTERED: | |
| EQUINITI TRUST COMPANY, LLC, Transfer Agent<br> & Registrar | |
| NAME: | |
| TITLE: | |
| Authorized Signature | |
| NAME: | |
| TITLE: | |
| NAME: | |
| TITLE: |
IMPORTANTNOTICE
The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office.
The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer among other restrictions. All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be amended or supplemented from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.
| TEN COM - as tenants in common | UNIF GIFT MIN ACT | Custodian | ||
|---|---|---|---|---|
| TEN ENT - as tenants by the entireties | (Custodian) | (Minor) | ||
| JT TEN - as joint tenants with right of survivorship | under Uniform Gifts to Minors Act of | |||
| and not as tenants in common | ||||
| (State) |
Additional abbreviations may also be used though not in the above list.
| FOR VALUE RECEIVED, | hereby sells, assigns<br> and transfers unto |
|---|
(Please Insert Social Security or other
Identifying Number of Assignee)
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ADDRESSEE
______________shares of the Preferred Stock represented by this Certificate, and do(es) hereby irrevocably constitute and appoint
Attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.
| Dated | X |
|---|---|
| X | |
| NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatsoever. |
Exhibit 5.1
November 18, 2025
Global Medical REIT Inc.
7373 Wisconsin Avenue
Suite 800
Bethesda, MD 20814
Re: Registration Statement on Form S-3 (File No. 333-276248)
Ladies and Gentlemen:
We have served as Maryland counsel to Global Medical REIT Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration, sale and issuance by the Company of up to 2,300,000 shares (the “Shares”) of 8.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share (including up to 300,000 Shares issuable pursuant to an over-allotment option), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in an underwritten public offering (the “Offering”) pursuant to an Underwriting Agreement, dated November 13, 2025 (the “Underwriting Agreement”), by and among the Company, Global Medical REIT LP, a Delaware limited partnership and Raymond James & Associates, Inc., BMO Capital Markets Corp., Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as representatives of the several Underwriters named on Schedule A thereto (collectively, the “Underwriters”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;
2. The Prospectus Supplement, dated November 13, 2025, in the form to be filed with the Commission pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”);
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
Global Medical REIT Inc.
November 18, 2025
Page 2
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of Directors of the Company, and a duly authorized committee thereof, relating to, among other matters, the authorization of the sale, issuance and registration of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
7. The Underwriting Agreement;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.
Global Medical REIT Inc.
November 18, 2025
Page 3
6. Upon the issuance of any shares (the “Conversion Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company issuable upon the conversion of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Resolutions, the Registration Statement, the Prospectus Supplement and the Underwriting Agreement, against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
3. The issuance of the Conversion Shares has been duly authorized and, when issued and delivered by the Company upon conversion of the Shares in accordance with the Registration Statement, the Resolutions and the Charter, the Conversion Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Offering (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, |
|---|
| /s/ Venable LLP |
Exhibit 10.1
FOURTH AMENDMENT TO THE
AGREEMENT OF LIMITED PARTNERSHIP OF
GLOBAL MEDICAL REIT L.P.
DESIGNATION OF 8.00% SERIES B
CUMULATIVE REDEEMABLE PREFERRED UNITS
November 18, 2025
Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Global Medical REIT L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of up to 2,300,000 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) of the Parent REIT and the issuance to the Parent REIT of Series B Preferred Units (as defined below) in exchange for the contribution by the Parent REIT of the net proceeds from the issuance and sale of the Series B Preferred Stock:
1. Designation and Number. A series of Preferred Units (as defined below), designated the “8.00% Series B Cumulative Redeemable Preferred Units” (the “Series B Preferred Units”), is hereby established. The number of authorized Series B Preferred Units shall be 2,300,000.
2. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below:
“Articles Supplementary” means the Articles Supplementary of the Parent REIT filed with the State Department of Assessments and Taxation of the State of Maryland, designating the terms, rights and preferences of the Series B Preferred Stock.
“Base Liquidation Preference” shall have the meaning provided in Section 6.
“Business Day” shall have the meaning provided in the Articles Supplementary.
“Change of Control” shall have the meaning provided in the Articles Supplementary.
“Change of Control Conversion Date” shall have the meaning provided in the Articles Supplementary.
“Change of Control Conversion Right” shall have the meaning provided in Section 9(b).
“Common Stock” means shares of the Parent REIT’s common stock, par value $0.001 per share.
“Common Stock Price” shall have the meaning provided in the Articles Supplementary.
“Common Stock Conversion Consideration” shall have the meaning provided in the Articles Supplementary.
“Conversion Consideration” shall have the meaning provided in Section 9(d).
“Distribution Record Date” shall have the meaning provided in Section 5(a).
“Junior Units” shall have the meaning provided in Section 4.
“Net Operating Income” shall have the meaning provided in Section 10(f).
“Original Issue Date” shall have the meaning provided in the Articles Supplementary.
“Parity Preferred Units” shall have the meaning provided in Section 4.
“Partnership Agreement” shall have the meaning provided in the recital above.
“Preferred Units” means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 4.02 of the Partnership Agreement.
“Record Date” shall have the meaning provided in the Articles Supplementary.
“Redemption Date” shall have the meaning provided in Section 7(b)(iii).
“Regular Redemption Right” shall have the meaning provided in Section 7(b)(i).
“Series B Preferred DistributionPayment Date” shall have the meaning provided in Section 5(a).
“Series B Preferred Return” shall have the meaning provided in Section 5(a).
“Series B Preferred Stock” shall have the meaning provided in the recital above.
“Series B Preferred Units” shall have the meaning provided in Section 1.
3. Maturity. The Series B Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.
4. Rank. The Series B Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank (a) senior to all classes or series of Common Units and LTIP Units of the Partnership and any class or series of Preferred Units expressly designated as ranking junior to the Series B Preferred Units as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership (together with the Common Units and the LTIP Units, the “JuniorUnits”); (b) on a parity with the Series A Preferred Units and any other class or series of Preferred Units issued by the Partnership expressly designated as ranking on a parity with the Series B Preferred Units, as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership (the “Parity Preferred Units”); and (c) junior to any class or series of Preferred Units issued by the Partnership expressly designated as ranking senior to the Series B Preferred Units with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership. The term “PreferredUnits” does not include convertible or exchangeable debt securities of the Partnership, which will rank senior to the Series B Preferred Units prior to conversion or exchange. The Series B Preferred Units will also rank junior in right or payment to the Partnership’s existing and future indebtedness.
| 5. | Distributions. |
|---|
(a) Subject to the preferential rights of holders of any class or series of Preferred Units of the Partnership expressly designated as ranking senior to the Series B Preferred Units as to distributions, the holders of Series B Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the Partnership, out of funds of the Partnership legally available for payment of distributions, cumulative cash distributions at the rate of 8.00% per annum of the Base Liquidation Preference (as defined below) per unit (equivalent to a fixed annual amount of $2.00 per unit) (the “Series B Preferred Return”) from and including the Original Issue Date (or the first day following the end of the most recent distribution period for which distributions on the Series B Preferred Units have been paid). Distributions on the Series B Preferred Units shall accrue and be cumulative from (and including) the Original Issue Date, and shall be payable quarterly, in equal amounts, in arrears, on or about January 31, April 30, July 31, and October 31 of each year (or, if not a Business Day, the next succeeding Business Day (each a “Series BPreferred Distribution Payment Date”) for the period ending on such Series B Preferred Distribution Payment Date, commencing on January 31, 2026. The amount of any distribution payable on the Series B Preferred Units for any partial distribution period will be computed on the basis of twelve 30-day months and a 360-day year (it being understood that the distribution payable on January 31, 2026, will be for less than the full quarterly period). Distributions will be payable to holders of record of the Series B Preferred Units as they appear on the records of the Partnership on the Record Date (each, a “Distribution Record Date”). The distributions payable on any Series B Preferred Distribution Payment Date shall include distributions accumulated from the most recent Series B Preferred Distribution Payment Date (or, if none, the Original Issue Date) to, but not including, the next Series B Preferred Distribution Payment Date. Distributions payable on the Series B Preferred Units for each full distribution period will be computed by dividing the applicable annual Series B Preferred Return by four. After full cumulative distributions on the Series B Preferred Units have been paid or declared and funds therefor set aside for payment with respect to a distribution period, the holders of Series B Preferred Units will not be entitled to any further distributions with respect to that distribution period.
(b) No distributions on the Series B Preferred Units shall be authorized by the General Partner or declared, paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to the indebtedness of either of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.
(c) Notwithstanding anything to the contrary contained herein, distributions on the Series B Preferred Units will accrue whether or not the restrictions referred to in Section 5(b) exist, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. No interest, or sum of money in lieu of interest, will be payable in respect of any distribution on the Series B Preferred Units which may be in arrears. When distributions are not paid in full upon the Series B Preferred Units and any Parity Preferred Units (or a sum sufficient for such full payment is not so set apart), all distributions declared upon the Series B Preferred Units and any Parity Preferred Units shall be declared pro rata so that the amount of distributions declared per Series B Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series B Preferred Unit and such Parity Preferred Units (which shall not include any accrual in respect of unpaid distributions for prior distributions periods if such Parity Preferred Units do not have a cumulative distribution) bear to each other.
(d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on the Series B Preferred Units have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods that have ended, no distributions (other than a distribution in Junior Units or in options, warrants or rights to subscribe for or purchase any such Junior Units) shall be declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon the Junior Units or the Parity Preferred Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except (i) by conversion into or exchange for Junior Units,
(ii) the purchase of Series B Preferred Units, Junior Units or Parity Preferred Units in connection with a redemption of stock pursuant to the Articles Supplementary to the extent necessary to preserve the Parent REIT’s qualification as a REIT or (iii) the purchase of Parity Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series B Preferred Units). Holders of the Series B Preferred Units shall not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions on the Series B Preferred Units as provided above. Any distribution made on the Series B Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such units which remains payable. Accrued but unpaid distributions on the Series B Preferred Units will accrue as of the Series B Preferred Distribution Payment Date on which they first become payable.
(e) For the avoidance of doubt, in determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition of the
Partnership Units is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution.
6. Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Series B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per unit (the “Base Liquidation Preference”), plus an amount equal to any accrued but unpaid distributions (whether or not authorized or declared) thereon to, but not including, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.
| 7. | Redemption. |
|---|
(a) The Series B Preferred Units are not redeemable except as otherwise provided in this Section 7.
(b) In connection with any redemption by the Parent REIT of any shares of Series B Preferred Stock pursuant to Section 6 of the Articles Supplementary, the Partnership shall redeem, on the date of such redemption, an equal number of Series B Preferred Units held by the Parent REIT. As consideration for the redemption of such Series B Preferred Units, the Partnership shall deliver to the Parent REIT an amount of cash equal to the amount of cash paid by the Parent REIT to the holder of such shares of Series B Preferred Stock in connection with the redemption thereof.
| 8. | Voting Rights. Holders of the Series B Preferred Units will not have any voting rights. |
|---|---|
| 9. | Conversion. |
| --- | --- |
(a) The Series B Preferred Units are not convertible or exchangeable for any other property or securities except as otherwise provided in this Section 9.
(b) In the event that a holder of Series B Preferred Stock of the Parent REIT exercises its right to convert the Series B Preferred Stock into Common Stock of the Parent REIT in accordance with the terms of the Articles Supplementary, then, concurrently therewith, an equivalent number of Series B Preferred Units of the Partnership held by the Parent REIT shall be automatically converted into a number of Common Units of the Partnership equal to the number of shares of Common Stock issued upon conversion of such Series B Preferred Shares; provided, however, that if a holder of Series B Preferred Stock of the Parent REIT receives cash or other consideration in addition to or in lieu of Common Stock in connection with such conversion, then the Parent REIT, as the holder of the Series B Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the cash or other consideration to be paid by the Parent REIT to such holder of the Series B Preferred Stock. Any such conversion will be effective at the same time the conversion of Series B Preferred Stock into Common Stock is effective.
(c) No fractional units will be issued in connection with the conversion of Series B Preferred Units into Common Units. In lieu of fractional Common Units, the Parent REIT shall be entitled to receive a cash payment in respect of any fractional unit in an amount equal to the fractional interest multiplied by the Common Stock Price used in determining the Common Stock Conversion Consideration under the Articles Supplementary.
| 10. | Allocation of Profit and Loss. |
|---|
Section 5.01(f) of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01(f) is inserted in its place:
(f) Priority Allocations With Respect To Preferred Units. After giving effect to the allocations set forth in Sections 5.01(c), (d), and (e) hereof, but before giving effect to the allocations set forth in Sections 5.01(a) and 5.01(b), Net Operating Income shall be allocated to the Parent REIT until the aggregate amount of Net Operating Income allocated to the Parent REIT under this Section 5.01(f) for the current and all prior years equals the aggregate amount of the Series A Preferred Return and Series B Preferred Return paid to the Parent REIT for the current and all prior years; provided, however, that the General Partner may, in its discretion, allocate Net Operating Income based on accrued Series A Preferred Return and Series B Preferred Return with respect to the January Series A Preferred Distribution Payment Date and January Series B Preferred Distribution Payment Date if the General Partner sets the Distribution Record Date for such Series A Preferred Distribution Payment Date and Series B Preferred Distribution Payment Date on or prior to December 31 of the previous year. For purposes of this Section 5.01(f), “Net Operating Income” means the excess, if any, of the Partnership’s gross income over its expenses (but not taking into account depreciation, amortization, or any other noncash expenses of the Partnership), calculated in accordance with the principles of Section 5.01(h) hereof.
11. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
| GENERAL PARTNER: |
|---|
| GLOBAL MEDICAL REIT GP LLC, a Delaware<br> limited liability company, |
| By: GLOBAL MEDICAL REIT INC., a Maryland<br> corporation and its sole member |
| /s/ Jamie Barber |
| Name: Jamie Barber |
| Title: General Counsel |
[Signature page for Fourth Amendmentto Partnership Agreement-November 2025]