GLOBAL MEDICAL REIT INC. AMENDMENT NO. 1 TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Exhibit 1.1
AMENDMENT NO. 1 TO
CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
June 21, 2019
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CANTOR XXXXXXXXXX & CO.
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X.X. Xxxxxxxxxx & Co., LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
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X. XXXXX FBR, INC. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
The Huntington Investment Company 00 X. Xxxx Xxxxxx XX0000 Xxxxxxxx, XX 00000
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BMO CAPITAL MARKETS CORP. 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
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Xxxxxx X. Xxxxx & Co. Incorporated 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
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X.X. Xxxxxxxx & Co. 0 Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 |
Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxxx Xxxxxxxx, 00xx Xxxxx Xxxxx Xxxxx, XX 00000 |
Ladies and Gentlemen:
Reference is made to the Controlled Equity OfferingSM Sales Agreement, dated as of August 17, 2018 (the “Agreement”), by and among Global Medical REIT Inc., a Maryland corporation (the “Company”), Global Medical REIT L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), and Inter-American Management, LLC, a Delaware limited liability company and the manager of the Company (the “Manager”), on the one hand, and Cantor Xxxxxxxxxx & Co., X. Xxxxx FBR, Inc., BMO Capital Markets Corp., X.X. Xxxxxxxx & Co., X.X. Xxxxxxxxxx & Co., LLC, The Huntington Investment Company and Xxxxxx X. Xxxxx & Co. Incorporated (each an “Existing Agent” and collectively, the “Existing Agents” and together with the Company, the Operating Partnership and the Manager, the “Parties”) pursuant to which the Company may issue and sell through the Existing Agents, each acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 per share, having an aggregate sale price of up to $50,000,000. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
In connection with the foregoing, the Parties wish to amend the Agreement through this Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendments to the Agreement. The Parties agree, from and after the Effective Date, that:
a. The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows: “Cantor Xxxxxxxxxx & Co., X. Xxxxx FBR, Inc., BMO Capital Markets Corp., X.X. Xxxxxxxx & Co., X.X. Xxxxxxxxxx & Co., LLC, The Huntington Investment Company, Xxxxxx X. Xxxxx & Co. Incorporated and Xxxxxx, Xxxxxxxx & Company, Incorporated (each an “Agent” and collectively, the “Agents”).”
b. Section 12 of the Agreement is hereby amended to include the following immediately after the contact information for Xxxxxx X. Xxxxx & Co. Incorporated:
“Xxxxxx, Xxxxxxxx & Company, Incorporated
Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
| Attention: | Syndicate Department | |
| Facsimile: | 443-224-1273” |
c. Schedule 2 to the Agreement shall be replaced in its entirety with the version attached hereto.
SECTION 2. Obligations Binding upon Xxxxxx, Xxxxxxxx & Company, Incorporated. Xxxxxx, Xxxxxxxx & Company, Incorporated hereby agrees to be bound by the terms of the Agreement. Xxxxxx, Xxxxxxxx & Company, Incorporated shall be considered to be an Agent under the Agreement to the same extent as if it were a party to the Agreement on the date of the execution thereof.
SECTION 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.
SECTION 4. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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SECTION 5. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AMENDMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission.
SECTION 7. Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
[Signature Page Follows]
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If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership, the Manager and each Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Operating Partnership, the Manager and each of the Agents.
| Very truly yours, | ||
| GLOBAL MEDICAL REIT INC. | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Chief Executive Officer and President | ||
| GLOBAL MEDICAL REIT L.P. | |
| By: Global Medical REIT GP LLC | |
| Its: General Partner | |
| By: Global Medical REIT Inc. | |
| Its: Sole Member |
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Chief Executive Officer and President | ||
| INTER-AMERICAN MANAGEMENT, LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: President | ||
SIGNATURE PAGE
GLOBAL MEDICAL REIT INC. – Amendment No. 1 to Sales Agreement
ACCEPTED as of the date first-above written:
| CANTOR XXXXXXXXXX & CO. | X.X. XXXXXXXXXX & CO., LLC | |||
| By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxx Xxxxxx | Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Global CEO | Title: | Chief Operating Officer | |
| X. XXXXX FBR, INC. | The Huntington Investment Company | |||
| By: | /s/ Xxxxxxx XxXxxxxx | |||
| Name: | Xxxxxxx XxXxxxxx | By: | /s/ Xxxxx Xxxxxxxxx | |
| Title: | Co-Head, Investment Banking | Name: | Xxxxx Xxxxxxxxx | |
| Title: | Senior Manager | |||
| BMO CAPITAL MARKETS CORP. | ||||
| XXXXXX X. XXXXX & CO. INCORPORATED | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | By: | /s/ B. Xxxxxxx Xxxxxxxx | |
| Name: | B. Xxxxxxx Xxxxxxxx | |||
| X.X. XXXXXXXX & CO. | Title: | Vice President | ||
| Xxxxxx, Xxxxxxxx & Company, Incorporated | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Managing Director | |||
SIGNATURE PAGE
GLOBAL MEDICAL REIT INC. – Amendment No. 1 to Sales Agreement
SCHEDULE 2
NOTICE PARTIES
The Company
Xxxxxxx Xxxxx (xxxxx@xxxxxxxx.xxx)
Xxxxxx X. Xxxxxxx (xxxx@xxxxxxxx.xxx)
Xxxxx X. Xxxxxx (xxxxxx@xxxxxxxxxxxxxxxxx.xxx)
The Agents
Cantor Xxxxxxxxxx & Co.
Xxxxxx Xxxxxxx (xxxxxxxx@xxxxxx.xxx)
with copies to:
XXXXX@xxxxxx.xxx
X. Xxxxx FBR, Inc.
Xxxxx Xxxxxxxxx Xx. (xxxxxxxxxx@xxxxxxxxx.xxx)
Xxxxxxx XxXxxxxx (xxxxxxxxx@xxxxxxxxx.xxx)
Xxxx Xxxxxxx (xxxxxxxx@xxxxxxxxx.xxx)
Xxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxxxxx.xxx)
Xxxxx Xxxxxxxx (xxxxxxxxx@xxxxxxxxx.xxx)
with copies to:
xxxxxxx@xxxxxxxxx.xxx
xxxxxxxx@xxxxxxxxx.xxx
BMO Capital Markets Corp.
Xxxx Xxxx (Xxxxx.Xxxx@xxx.xxx)
Xxxx Xxxxxxxx (Xxxx.Xxxxxxxx@xxx.xxx)
Xxxxx Xxxxxx (xxxxx.xxxxxx@xxx.xxx)
Xxxx Xxxxxx (Xxxxxxxxx.xxxxxx@xxx.xxx)
X.X. Xxxxxxxx & Co.
xxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx
X.X. Xxxxxxxxxx & Co., LLC
XXX@xxxxx.xxx
The Huntington Investment Company
Xxxxx Xxxxxxxxx (xxxxx.xxxxxxxxx@xxxxxxxxxx.xxx)
Xxxxx Xxxxxxxxxxx (xxxxx.xxxxxxxxxxx@xxxxxxxxxx.xxx)
Xxx Xxxxx (xxx.xxxxx@xxxxxxxxxx.xxx)
Xxx Xxxxxxx (xxx.xxxxxxx@xxxxxxxxxx.xxx)
with copies to:
XXXXxxxxxxxx@xxxxxxxxxx.xxx
Xxxxxx X. Xxxxx & Co. Incorporated
Xxxx Xxxxxxx (xxxxxxxx@xxxxxxx.xxx)
Xxxxxxx Xxxxxx (xxxxxxxx@xxxxxxx.xxx)
Xxxxxx, Xxxxxxxx & Company, Incorporated
Xxxx Xxxxxxx (xxxxxxxxx@xxxxxx.xxx)
Xxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxxx.xxx)
Xxx Xxxxxxx (xxxxxxxx@xxxxxx.xxx)
Xxxx Xxxxx (xxxxxx@xxxxxx.xxx)
SIGNATURE PAGE
GLOBAL MEDICAL REIT INC. – Amendment No. 1 to Sales Agreement
