Exhibit 1.1

Execution Version

3,500,000 Shares

GLOBAL MEDICAL REIT INC.

Common Stock

UNDERWRITING AGREEMENT

June 28, 2017

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103

As Representative of the Several Underwriters named in Schedule A hereto

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”) and Inter-American Management LLC, a Delaware limited liability company (the “Manager”), agrees with Janney Montgomery Scott LLC (“Janney”), as the representative (the “Representative”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters 3,500,000 shares (the “Firm Securities”) of its common stock, par value $0.001 per share (the “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 525,000 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, upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) 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 common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”).

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, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of 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.

“Applicable Time” means 8:25 a.m. (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 2 of this Agreement.

“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 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.

“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.

“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.

“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”).

“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 D 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.

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.

The Company will deliver the Firm Securities to or as instructed by the Representative 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 Representative at 10:00 A.M., New York time, on June 30, 2017, or at such other time not later than seven (7) full business days thereafter as the Representative 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 Winston & Strawn LLP (“Winston”), 35 W. Wacker Drive, Chicago, Illinois 60601 at least 24 hours prior to the First Closing Date.

In addition, upon written notice from the Representative 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 Basic 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 Representative 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 Representative 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 (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative 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 Representative 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 Representative. The Optional Securities being purchased on each Optional Closing Date shall be made available for review at the offices of Winston prior to each Optional Closing Date.

The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. The Representative 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.

If the foregoing is in accordance with the Representative’s 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, the Operating Partnership, and the Manager and the several Underwriters in accordance with its terms.

[Signature Page Follows]

[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

Representative of the several Underwriters.

[Signature Page to Underwriting Agreement]

SCHEDULE A

SCHEDULE B

None.

The following information is also included in the General Disclosure Package:

Oral confirmation of the price and size of the offering.

SCHEDULE C

Lock-up Signatories

David A. Young

Donald McClure

Jamie Barber

Alfonzo Leon

Jeffrey Busch

Danica Holley

Allen Webb

Henry Cole

Matthew L. Cypher, Ph. D

Kurt R. Harrington

Zhang Jingguo

Ronald Marston

Dr. Roscoe Moore

Zhang Huiqi

ZH USA, LLC

SCHEDULE D

SUBSIDIARIES

Global Medical REIT L.P.

Global Medical REIT GP LLC

GMR Omaha LLC

GMR Asheville LLC

GMR Pittsburgh LLC

GMR Memphis LLC

GMR Memphis Exeter, LLC

GMR Plano LLC

GMR Melbourne LLC

GMR Westland LLC

GMR Reading LLC

GMR East Orange LLC

GMR Watertown LLC

GMR Sandusky LLC

GMR Carson City LLC

GMR Ellijay LLC

GMR Mesa LLC

GMR Altoona LLC

GMR Mechanicsburg LLC

GMR Lewisburg LLC

GMR Cape Coral LLC

GMR Las Cruces LLC

GMR Prescott LLC

GMR Clermont LLC

ANNEX I

FORM OF LOCK-UP AGREEMENT

June __, 2017

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103

Re: Global Medical REIT Inc. – Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representative (the “Representative”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Global Medical REIT Inc., a Maryland corporation (the “Company”), Global Medical REIT L.P., a Delaware limited partnership, and Inter-American Management LLC, a Delaware limited liability company, providing for a public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). Capitalized terms that are used but not defined herein have the respective meanings ascribed to them in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, directly or indirectly, take any of the following actions with respect to its shares of Common Stock or any securities convertible into or exchangeable or redeemable for any shares of Common Stock, including OP Units (collectively, the “Lock-Up Securities”): (i) offer for sale, sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Lock-Up Securities, or any securities convertible into or exercisable or exchangeable for Lock-Up Securities, or (ii) enter into any swap, any other derivatives transaction or any other agreement or any transaction that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of Lock-Up Securities, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the “Undersigned’s Shares”), whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Lock-Up Securities or such other securities, in cash or otherwise; provided, however, that the Lock-Up Period shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act shall be voluntarily made regarding the establishment of such plan during the Lock-Up Period. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares.

The Lock-Up Period will commence on the date of this Agreement and continue until 45 days after the date of the Underwriting Agreement.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts; provided, however, that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (ii) by will or intestate succession upon the death of the undersigned; provided, however, that the distributee, legatee, executor and/or administrator thereof agrees to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further, however, that any such transfer shall not involve a disposition for value; (iv) to any general partnership, limited partnership, limited liability company, corporation or other legal entity which is wholly owned, directly or indirectly, by the undersigned and/or immediate family of the undersigned; provided, however, that such entity agrees to be bound in writing by the restrictions set forth herein, and provided further, however, that any such transfer shall not involve a disposition for value; or (v) with the prior written consent of the Representative on behalf of the Underwriters. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer any of the Undersigned’s Shares to any wholly owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such of the Undersigned’s Shares subject to the provisions of this Agreement and there shall be no further transfer of such of the Undersigned’s Shares except in accordance with this Agreement, and provided further, however, that any such transfer shall not involve a disposition for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. The undersigned understands that the Company and the Underwriters are relying upon this Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. Notwithstanding the foregoing, this Agreement will automatically terminate and be of no force and effect if the closing of the Public Offering does not occur on or before July 31, 2017.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

ANNEX II-A

FORM OF OPINION OF VINSON & ELKINS L.L.P.

[ _ ], 2017

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103

As Representative of the Underwriters listed on 0 of this opinion

Global Medical REIT Inc.
[_____] Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Global Medical REIT Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of [____] shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) to the Underwriters named in Schedule I (the “Underwriters”) to the Underwriting Agreement, dated [ __ ], 2017 (the “Underwriting Agreement”), by and among the Company, Global Medical REIT L.P., a Delaware limited partnership (the “Operating Partnership”), Inter-American Management, LLC, a Delaware limited liability company (“Manager”), and you, as representative of the Underwriters.

This opinion is furnished to you at the request of the Company pursuant to Section 6(d) of the Underwriting Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

In connection with the foregoing, we have examined the following documents:

In addition to our examination of the documents referred to above, we also have examined originals or reproductions or certified copies of certain records of the Company and the Manager and certificates of officers of the Company and the Manager and of public officials. In these examinations and for purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals of such documents, (iii)  the due authorization, execution and delivery of all documents by all parties, and the validity, binding effect and enforceability thereof, (iv) the full legal capacity of all individuals signing documents, (v) the genuineness of all signatures and (vi) the conformity of the documents filed with the Commission via the Electronic Data Gathering and Retrieval System, as supplemented by its Interactive Data Electronic Applications system (“EDGAR”), except for required EDGAR formatting changes, to physical copies of the documents prepared by the Company and submitted for our examination.

As to factual matters, we have relied upon the accuracy of the representations and warranties made in the Underwriting Agreement, on certificates of officers of the Company, the Manager and the Operating Partnership and on certificates and oral advice of public officials. Whenever a statement herein is qualified by “to our knowledge,” “known to us” or a similar phrase, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Company, the Operating Partnership and the Manager in connection with the transactions referenced herein without independent investigation.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:

1.           The execution and delivery by the Company of the Underwriting Agreement does not, and the consummation of the transactions contemplated by the Underwriting Agreement will not, (i) conflict with or result in a breach or default under the terms of any agreement listed on Schedule II hereto to which the Company is a party; (ii) violate any federal statute, rule or regulation, or with respect to the Underwriting Agreement, any New York state statute, rule or regulation known to us to be applicable to the Company; provided, however, that we express no opinion with respect to Section 7 of the Underwriting Agreement to the extent that the Company is required to indemnify the Underwriters; or (iii) result in a breach of, or constitute a default under, any judgment, decree or order of any state or federal court or other governmental authority known to us, with such knowledge based solely on a certificate of a duly authorized officer of the Company, to be binding on the Company; provided, however, that we express no opinion with respect to any state or foreign securities laws.

2.           The execution and delivery by the Operating Partnership of the Underwriting Agreement does not and the consummation of the transactions contemplated by the Underwriting Agreement will not (i) conflict with or result in a breach or default under the terms of any agreement listed on Schedule II hereto to which the Operating Partnership is a party; (ii) violate any federal statute, rule or regulation, or with respect to the Underwriting Agreement, any New York state statute, rule or regulation known to us to be applicable to the Operating Partnership; provided, however, that we express no opinion with respect to Section 7 of the Underwriting Agreement to the extent that the Operating Partnership is required to indemnify the Underwriters; or (iii) result in a breach of, or constitute a default under, any judgment, decree or order of any state or federal court or other governmental authority known to us, with such knowledge based solely on a certificate of a duly authorized officer of the Company, as the sole member of Global Medical REIT GP, LLC, as the sole general partner of the Operating Partnership, to be binding on the Operating Partnership; provided, however, that we express no opinion with respect to any state or foreign securities laws.

3.           The execution and delivery by the Manager of the Underwriting Agreement does not and the consummation of the transactions contemplated by the Underwriting Agreement will not (i) conflict with or result in a breach or default under the terms of any agreement listed on Schedule II hereto to which the Manager is a party; (ii) violate any federal statute, rule or regulation, or with respect to the Underwriting Agreement, any New York state statute, rule or regulation known to us to be applicable to the Manager; or (iii) result in a breach of, or constitute a default under, any judgment, decree or order of any state or federal court or other governmental authority known to us, with such knowledge based solely on a certificate of a duly authorized officer of the Manager, to be binding on the Manager; provided, however, that we express no opinion with respect to any state or foreign securities laws.

4.           No filing with, notice to, or consent, approval, authorization or order of any court or governmental agency or body or official of the United States of America or of the State of New York is required to be made or obtained by the Company, the Operating Partnership or the Manager pursuant to the federal laws, rules and regulations of the United States of America and the laws, rules and regulations of the State of New York, respectively, in connection with the execution and delivery of the Underwriting Agreement and the issuance and sale of the Shares, except for: (a) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, the New York Stock Exchange and under applicable state securities laws, (b) those as have been obtained or waived or (c) any filing, notice, consent, approval, authorization or order that, if not made or obtained, would not, individually or in the aggregate, have a Material Adverse Effect.

5.           The issuance, sale and delivery of the Shares by the Company are not subject to any preemptive right or other similar right arising under the agreements or documents listed on Schedule II hereto.

6.           Neither the Company nor the Operating Partnership is or, after giving effect to the offering and sale of the Shares pursuant to the terms of the Underwriting Agreement and application of the net proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Final Prospectus under the caption “Use of Proceeds,” will be, required to register as an “investment company,” as such term is defined in the Investment Company Act.

We do not purport to express any opinion on any laws other than (i) the federal laws of the United States of America and (ii) the laws of the State of New York.

This opinion is being delivered and should be understood with reference to customary practice. See “Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions,” 63 Bus. Law. 1277 (2008).

This opinion is rendered to the Underwriters solely in connection with the Underwriting Agreement and may not be used or relied upon by any other person or for any other purpose, nor may this opinion or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent. This opinion is given as of the date hereof, and we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Schedule I

Janney Montgomery Scott LLC

Wunderlich Securities, Inc.

BMO Capital Markets LLC

Schedule II

1. Amended and Restated Management Agreement, dated July 1, 2016, by and between the Company and the Manager.

2. Agreement of Limited Partnership of Global Medical REIT L.P., dated as of March 14, 2016.

3. Global Medical REIT Inc. 2016 Equity Incentive Plan.

4. Indemnification Agreements, dated as of June 28, 2016, by and between Global Medical REIT, Inc. and each of David A. Young, Donald McClure, Conn Flanigan, Alfonzo Leon, Jeffrey Busch, Danica Holley, Allen Webb, Henry Cole, Matthew L. Cypher, Ph. D, Kurt R. Harrington, Zhang Jingguo, Ronald Marston, Dr. Roscoe Moore, and Zhang Huiqi.

5. Credit Facility Agreement dated December 2, 2016 by and among Global Medical REIT L.P., Global Medical REIT INC., the certain Subsidiaries from time to time party thereto as Guarantors, and BMO Harris Bank N.A., as Administrative Agent.

6. First Amendment to Credit Facility Agreement, dated March 3, 2017 by and among Global Medical REIT L.P., Global Medical REIT INC., the certain Subsidiaries from time to time party thereto as Guarantors, and BMO Harris Bank N.A., as Administrative Agent.

7. Term Loan and Security Agreement between GMR Pittsburgh, LLC and Capital One, National Association dated as of September 25, 2015.

8. Loan Agreement dated March 31, 2016 between GMR Memphis, LLC, GMR Plano, LLC, GMR Melbourne, LLC, and GMR Westland, LLC and Cantor Commercial Real Estate Lending, L.P.

ANNEX II-B

Form of Negative Assurance Letter of Vinson & Elkins L.L.P.

[ ___ ], 2017

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103

As Representative of the Underwriters listed on 0 hereto.

Global Medical REIT Inc.

[____] Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Global Medical REIT Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company to the Underwriters named in 0 (the “Underwriters”) to the Underwriting Agreement, dated June [ _ ], 2017 (the “Underwriting Agreement”), by and among the Company, Global Medical REIT L.P., a Delaware limited partnership (the “Operating Partnership”), Inter-American Management, LLC, a Delaware limited liability company (“Manager”), and you, as representatives of the Underwriters, of [____] shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”).

This letter is furnished to you pursuant to Section 6(d) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Underwriting Agreement.

Based on our review of the Notice of Effectiveness that the Securities and Exchange Commission (the “Commission”) posted on its website and oral advice by the Commission, the Company’s Registration Statement on Form S-3 (No. 333-217360), as filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), on April 18, 2017, as amended by Amendment No. 1 thereto, as filed by the Company with the Commission on June 15, 2017 (such Registration Statement, including the documents incorporated by reference therein, the “Registration Statement”), has been declared effective by the Commission under the Securities Act, and to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission. The Shares have been offered pursuant to the base prospectus, dated June 19, 2017 (such base prospectus, including the documents incorporated by reference therein, the “Base Prospectus”), which forms a part of and is included in the Registration Statement, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule B to the Underwriting Agreement, the public offering price of the Shares and the number of Shares offered (the public offering price of the Shares and the number of Shares offered are collectively referred to as the “Pricing Information”),the preliminary prospectus supplement, dated June [27], 2017, in the form filed with the Commission pursuant to Rule 424(b) (the “Prospectus” and, together with the Base Prospectus and the documents incorporated therein by reference, the “Preliminary Prospectus” and, together with the pricing information set forth in Schedule B to the Underwriting Agreement, the “General Disclosure Package”). The Base Prospectus, as supplemented by the Preliminary Prospectus (together with the documents incorporated therein by reference, the “Final Prospectus”), was filed by the Company with the Commission pursuant to Rule 424(b) promulgated under the Securities Act within the required time period. The NYSE has advised us that the Shares have been approved for listing, upon official notice of issuance, on the NYSE.

We have participated in various conferences with representatives of the Company, the Manager, the Operating Partnership, representatives of the independent public or certified public accountants of the Company and with representatives of the Underwriters and their counsel at which the contents of Registration Statement, the General Disclosure Package, the Final Prospectus and related matters were discussed and reviewed. Because of the inherent limitations in the independent verification of factual matters, and the character of the determinations involved in the preparation of the Registration Statement under the Securities Act, we are not passing upon and do not assume any responsibility for, and make no representation that we have independently verified, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus (other than as specified in opinion paragraph 2 of our corporate opinion to you dated of even date herewith and opinion paragraph (b) of our federal income tax opinion to you dated of even date herewith). However, subject to and on the basis of the foregoing, we advise you that:

(a)          the Registration Statement, when it became effective, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder (except that in each case we do not express any view as to the financial statements and the related notes and schedules thereto, or as to any other financial, accounting, numerical or quantitative data or information, included or required to be included therein, or excluded therefrom, or in the exhibits to the Registration Statement);

(a)          to our knowledge, there are no contracts or documents of a character which are required to be filed as exhibits to the Registration Statement or are required to be summarized or described in the Prospectus, the Registration Statement or the General Disclosure Package that have not been so filed, summarized or described; and

(b)          nothing has come to our attention which has caused us to believe that: (i) the Registration Statement, when it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the General Disclosure Package, as of the Applicable Time (which you have informed us is the time of the first contract sale of the Shares by any Underwriter), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case in clauses (i), (ii) and (iii) above, we do not express any view or belief and make no statement with respect to (A) the financial statements and the related notes and schedules thereto, or as to any other financial, accounting, numerical or quantitative data or information included or required to be included in, or excluded from, the Registration Statement, the General Disclosure Package or the Prospectus or the exhibits to the Registration Statement or (B) the information referenced in Section 7(b) of the Underwriting Agreement that the Underwriters furnished to the Company included or required to be included in, or excluded from, the Registration Statement, the General Disclosure Package or the Prospectus. In the case of clause (ii) above, we do not express any view or belief and make no statement with respect to any road show that is an General Use Issuer Free Writing Prospectus.

In addition, we have made no inquiry into the delivery of any documents to any investor, and have further assumed that the Pricing Information was conveyed to investors at or prior to the Applicable Time.

Whenever a statement herein is qualified by “to our knowledge,” “known to us” or a similar phrase, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Company, the Operating Partnership, and the Manger in connection with the transactions references herein without independent investigation.

This letter is rendered to you solely for your use in your capacity as Underwriters pursuant to the Underwriting Agreement and may not be used or relied upon by any other person or for any other purpose, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent. This letter is given as of the date hereof, and we do not undertake to advise you of any changes in the statements expressed herein from matters that might hereafter arise or be brought to our attention.

CIRCULAR 230 DISCLOSURE

TO ENSURE COMPLIANCE BY THIS LAW FIRM WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT (A) THIS ADVICE WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES, (B) THIS ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND (C) ANY PERSON TO WHOM SUCH TRANSACTIONS OR MATTERS ARE BEING PROMOTED, MARKETED OR RECOMMENDED SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Very truly yours,

Schedule I

Janney Montgomery Scott LLC

Wunderlich Securities, Inc.

BMO Capital Markets LLC

ANNEX III

Form of Opinion of Venable LLP

[LETTERHEAD OF VENABLE LLP]

June [__], 2017

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, PA 19103

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 arising out of the sale and issuance (the “Offering”) of up to [__________] shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company (including up to [___________] Shares issuable pursuant to an over-allotment option), pursuant to the Underwriting Agreement, dated June [__], 2017 (the “Underwriting Agreement”), by and among the Company, Global Medical REIT LP, a Delaware limited partnership (the “Operating Partnership”), Inter-American Management LLC, a Delaware limited liability company (the “Manager”), and Janney Montgomery Scott LLC, as representative of the several Underwriters named on Schedule I thereto (collectively, the “Underwriters”). This firm did not participate in the negotiation or drafting of the Underwriting Agreement. This opinion is being delivered to you pursuant to Section 6(e) of the Underwriting Agreement.

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 on Form S-3 (Registration No. 333-217360), of the Company, and all amendments thereto, including the documents incorporated by reference therein (the “Registration Statement”), relating to the offering and sale of the Shares, in the form in which it was transmitted to the U.S. Securities and Exchange Commission (the “Commission”) for filing under the Securities Act of 1933, as amended (the “1933 Act”);

2.           The Company’s Prospectus, dated June 19, 2017 (together with the documents incorporated by reference therein, the “Base Prospectus”), as supplemented by (a) a Preliminary Prospectus Supplement, dated June __, 2017 (together with the documents incorporated by reference therein, the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Preliminary Prospectus”), and (b) a Final Prospectus Supplement, dated June __, 2017 (together with the documents incorporated by reference therein, the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), each in the form filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;

3.           The Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and all amendments thereto (the “10-K”), filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended;

4.           The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

5.           The Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

6.           A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

7.           The Underwriting Agreement;

8.           Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”), and by a duly authorized committee of the Board, relating to, among other matters, (a) the sale and issuance of the Shares and (b) the Underwriting Agreement, certified as of the date hereof by an officer of the Company;

9.           A certificate executed by an officer of the Company, dated as of the date hereof; and

10.         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.           None of the Shares will be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.

The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion and the issuance of the Shares.

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 validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

2.           The Company has the corporate power to (a) own, lease and operate its properties and conduct its business as described in the Registration Statement, the Preliminary Prospectus, the Prospectus under the caption “Summary” and the 10-K under the caption “Business” and (b) enter into and perform its obligations under the Underwriting Agreement.

3.           The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement have been duly authorized by all necessary corporate action on the part of the Company.

4.           The Underwriting Agreement has been duly executed and, so far as is known to us, delivered by the Company.

5.           The issuance and sale of the Shares have been duly authorized and, when issued and delivered in accordance with the Underwriting Agreement and the Resolutions against payment of the purchase price therefor, the Shares will be validly issued, fully paid and nonassessable, and no holder of the Shares is or will be subject to personal liability solely by reason of being such a holder.

6.           The issuance of the Shares will not be subject to any preemptive or other similar rights arising under the Maryland General Corporation Law, the Charter or the Bylaws.

7.           As of the date hereof, the Company has the authorized capitalization as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Description of Capital Stock.”

8.           The Shares conform in all material respects to the descriptions thereof contained under the caption “Description of Capital Stock” in the Registration Statement, the Preliminary Prospectus and the Prospectus.

9.           The statements in (a) the Registration Statement, the Preliminary Prospectus and the Prospectus under the captions “Description of Capital Stock” and “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” (b) the 10-K under the captions “Risk Factors – Risks Related to Our Formation and Structure – Our charter restricts the ownership and transfer of our outstanding shares of stock which may have the effect of delaying, deferring or preventing a transaction or change of control of our company,” “– Certain provisions of Maryland law could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for shares of our common stock or that our stockholders otherwise believe to be in their best interests,” “–We could increase the number of authorized shares of common and preferred stock, classify and reclassify unissued shares and issue shares without stockholder approval,” and “–Our rights and the rights of our stockholders to take action against our directors and officers are limited which could limit your recourse in the event that we take certain actions which are not in your best interests” and (c) Item 34 of Part II of the Registration Statement, insofar as such statements constitute summaries of matters of Maryland law, the Charter or the Bylaws, have been reviewed by us and are accurate in all material respects.

10.         The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, and the issuance and sale of the Shares as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, do not and will not, (a) result in any violation of the provisions of the Charter or Bylaws, or (b) result in the violation of any Maryland statute, regulation or rule to which the Company may be subject.

11.         No consent, approval, authorization or other order of, or registration or filing with, any Maryland court or governmental agency or authority having jurisdiction over the Company is required for the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, except such as may be required by the securities laws of the State of Maryland (as to which we express no opinion).

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. 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 or the laws, codes or regulations of any municipality or other local jurisdiction. We note that the Underwriting Agreement provides that it shall be governed by the laws of the State of New York. 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. Our opinion expressed in paragraph 10(b) above is based upon our consideration of only those Maryland statutes, regulations or rules, if any, which, in our experience, are normally applicable to transactions of the type referred to in such paragraph. Our opinion expressed in paragraph 11 above is based upon our consideration of only those consents, approvals, authorizations, orders, registrations or filings required by courts or governmental agencies or authorities of the State of Maryland, if any, which, in our experience, are normally applicable to transactions of the type referred to in such paragraph. 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 solely for your benefit in connection with the sale and issuance of the Shares on the date hereof. Accordingly, it may not be relied upon by, quoted in any manner to or delivered to any other person or entity (other than Vinson & Elkins LLP, counsel to the Company, and Winston & Strawn LLP, counsel to the Underwriters, in connection with opinions of even date herewith to be issued by them relating to the issuance of the Shares) without, in each instance, our prior written consent.

ANNEX IV

Form of Tax Opinion of Vinson & Elkins L.L.P.

June [●], 2017

Janney Montogmery Scott LLC

1717 Arch Street

Philadelphia, Pennsylvania 19103

As representative of the several Underwriters

Ladies and Gentlemen:

We have acted as counsel to Global Medical REIT Inc., a Maryland corporation (the “Company”), in connection with the offer and sale of [●] shares of common stock of the Company, par value $0.001 per share, pursuant to a preliminary prospectus supplement dated June [●], 2017, and a final prospectus supplement dated June [●], 2017 (together with the preliminary prospectus supplement, the “Prospectus Supplement”), forming part of the Registration Statement on Form S-3 (File No. 333-217360) filed with the Securities and Exchange Commission on April 18, 2017, as amended through the date hereof (the “Registration Statement”). This opinion regarding certain U.S. federal income tax matters is furnished at the request of the Company pursuant to Section 6(f) of the Underwriting Agreement, dated June [●], 2017, (the “Underwriting Agreement), by and among the Company, Global Medical REIT L.P., a Delaware Limited Partnership (the “Operating Partnership”), Inter-American Management LLC, and Janney Montgomery Scott LLC as representative of the Several Underwriters named in Schedule A to the Underwriting Agreement.

In connection with the opinions rendered in (a) and (b) below (together, the “Tax Opinion”), we have examined the following:

In connection with the opinions rendered below, we have assumed, with your consent, that:

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificate. No facts have come to our attention that would cause us to question the accuracy and completeness of such factual representations. Furthermore, where such factual representations involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed, with the individuals making such representations the relevant provisions of the Code, the applicable Regulations and published administrative interpretations thereof.

Based solely on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificate and the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which is incorporated herein by reference), we are of the opinion that:

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officer’s Certificate. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all of the facts referred to in this letter or the Officer’s Certificate.

The foregoing Tax Opinion is based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing Tax Opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the Tax Opinion expressed herein after the date of this letter. This opinion letter is solely for the information and use of the addressees and it speaks only as of the date hereof. This opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.