GLOBAL HEALTHCARE REIT, INC. (Form: 8-K, Received: 05/10/2018 11:55:59)

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 event reported): May 4, 2018

GLOBAL HEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)

Utah		0-15415		87-0340206
(State or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification number)

6800 N. 79 ^th St., Ste. 200, Niwot, CO 80503

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 449-2100

(Former name or former address, if changed since last report)

[ ]	Written communications pursuant to Rule 425 under the Securities Act
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

[X]

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 3.02

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Global Healthcare REIT, Inc., a Utah corporation (the “Company”):

	a.	On May 4, 2018, the Company executed an Employment Agreement (the “Employment Agreement”) with Zvi Rhine, the Company’s President and CFO (“Rhine”). Pursuant to the Employment Agreement, the Company granted Rhine a restricted stock award (the “Award”) consisting of 150,000 shares of common stock. The Award is subject to ratable vesting at the rate of one half (1/2) of such shares on each of the first and second anniversaries of the Effective Date of the Agreement (January 1, 2018). In addition, the Company granted to Rhine an option to purchase 600,000 shares of Company Common Stock (the “Option”), with an effective date of grant of April 1, 2018 (the “Effective Date’). The Options are subject to ratable vesting at the rate of 150,000 options vesting immediately on the grant date, and 150,000 options vesting on each of the 12 18 and 24 months following the date of grant. Subject to the foregoing vesting the Options are exercisable for five years from the date of grant at an exercise price of $.36 per share. The Options contain a cashless exercise provision. The Award and the Option are collectively referred to herein as the “Securities”). Copies of the Restricted Stock Award Agreement, Notice of Grant, Option Agreement and Employment Agreement are filed here with as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively.

	b.	The Securities were granted to Rhine, an officer and director of the Company. The Securities granted and the Securities issuable upon exercise of the options will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended.

	c.	The Company paid no fees or commissions in connection with the issuance of the Securities

	d.	The grant of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The Executive qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, are subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and Executive is aware of all aspects of our business, including our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that the Executive obtained all information regarding the Company and received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.

	e.	See Item 3.02(a) above.

	f.	Not applicable

ITEM 5.02

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 4, 2018, the Company entered into a two year employment agreement with its President and CFO Zvi Rhine. Under the terms of the Employment Agreement Mr. Rhine will be paid a base salary of $165,000 a year commencing January 1, 2018. The Base Salary will accrue and not be paid until the Company has raised a minimum of $600,000 in funding. Mr. Rhine was also granted the Award and Options described in Item 3.02 above and in the employment agreement. A copy of the employment agreement is filed herewith as Exhibit 10.4.

ITEM 9.01 :

EXHIBITS

	Item		Title

	10.1		Restricted Stock Award Agreement
	10.2		Notice of Grant
	10.3		Option Agreement
	10.4		Employment Agreement

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 thereunto duly authorized.

	Global Healthcare REIT, Inc. (Registrant)

Dated: May 10, 2018		/s/ Lance Baller
		Lance Baller, Interim CEO

AGREEMENT FOR RESTRICTED STOCK AWARD

THIS AGREEMENT FOR RESTRICTED STOCK AWARD is made and entered into effective 1st day of April, 2018, by and between GLOBAL HEALTHCARE REIT, INC. , a Utah corporation (the “Company”), and ZVI RHINE (“Employee”).

1. Background of Agreement . The undersigned Employee is a key Employee of the Company. Employee is currently providing and intends to continue to provide services to the Company. This Agreement is entered into for the purposes of:

a. Vesting stock ownership in the hands of persons such as Employees who are active in the affairs of the Company; and

b. Protecting the Company and its shareholders against Key personnel turnover, which would be detrimental to the Company’s development.

The parties agree that they shall have the rights and obligations described herein and that Employee shall not transfer, sell or assign any of the shares of the Company’s common stock now owned or hereafter acquired except as set forth in this Agreement and as set forth in the Shareholders’ Agreement executed by the undersigned Employee as a condition to this Agreement.

2. Restricted Stock Award . The Company agrees to issue to Employee effective on the date hereof (“Award Date”) a number of shares of the Company’s common stock, $.05 par value (the “Common Stock”), set forth below (“Stock Award”), which shares shall be “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”) and subject to the following vesting:

Number of Shares		Vesting Date

75,000		one year from grant date
75,000		two years from grant date

To be vested, Employee must be in continuing service as an employee of the Company on each vesting date. All shares granted in this Stock Award shall be fully vested in the event the Company consummates a Change in Control Transaction, as that term is defined in Employee’s Employment Agreement dated April 1, 2018. It is understood and agreed that when granted and issued, all shares of the Company’s Common Stock awarded to Employee shall be fully paid and nonassessable shares of the Company’s authorized capital stock.

3. Restrictions on Transfer.

(a) Employee agrees that the Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, require that Employee not sell, dispose of, transfer, pledge, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by Employee under the Award, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act (or such longer period, not to exceed eighteen (18) days after expiration of the one hundred eighty (180) day period, as the Company or the underwriters shall request in order to facilitate compliance with FINRA Rule 2711).

(b) Employee agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of underwriters of Common Stock of the Company, Employee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your Common Stock until the end of such lock-up period.

4. Restrictive Legends . The shares issued under this Award shall be endorsed with the legends set forth below or legends substantially equivalent thereto, as determined by the Company it its sole discretion, together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF (i) A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF APRIL 1, 2018, BETWEEN THE COMPANY AND THE HOLDER OF THIS STOCK.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

THE HOLDER OF THIS STOCK MAY NOT SELL, TRANSFER OR DISPOSE OF THIS STOCK (EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “ACT”)) WITHOUT FIRST DELIVERING TO THE COMPANY AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO THE COMPANY) THAT NEITHER REGISTRATION NOR QUALIFICATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS REQUIRED IN CONNECTION WITH SUCH TRANSFER.

5. Payroll Tax Considerations . The Company and Employee acknowledge and agree that upon each Award Date, the Stock Award issued to Employee pursuant to the provisions of this Agreement shall represent compensation paid to Employee for services rendered to the Company to the extent of the fair market value of such shares of Common Stock on the date of award. Employee agrees and affirms that the determination of the fair market value of such shares of Common Stock shall be made by the Company, in consultation with its accountants, and that such determination of fair market value by the Company shall be conclusive, final and binding upon Employee. It shall be a condition precedent to Employee’s right to receive the Stock Award on each Award Date that the Company be permitted to withhold or make appropriate arrangement, to the satisfaction of the Company, to withhold all federal, state and other payroll taxes which are customarily deducted by the Company from other compensation payable to Employee in the ordinary course of business. At the Company’s election, the Company may, but shall be under no obligation, make arrangements to loan to Employee an amount sufficient to pay the payroll taxes which may be due and owing in connection with the Stock Award, and to secure the repayment of such loan by pledge of collateral, including shares of the Company’s Common Stock issued in the Stock Award as the Company may determine is necessary and commercially reasonable.

6. Employment Agreement . Employee acknowledges and agrees that the vesting of the shares pursuant to this agreement is earned only by continuing employment of the Company (and not through the act of being hired, being granted the rights under this Agreement or acquiring any shares hereunder). Employee further acknowledges and agrees that nothing in this Agreement shall confer upon Employee any right with respect to continuation of employment by the Company except to the extent such right is conferred in his Employment Agreement. Upon termination of this Agreement by Employee or the Company for any reason whatsoever, all further rights of Employee hereunder, including, without limitation, the right to receive any additional Stock Awards shall terminate and be of no further legal force or effect.

7. Arbitration . Any dispute arising from or related to this Agreement shall be resolved by arbitration before a representative of the Judicial Arbiter Group of Denver, Colorado, or such other arbitrator as the parties may select. Should the parties be unable to select an arbitrator themselves from those available through the Judicial Arbiter Group, they shall each select an arbitrator from those available through the Judicial Arbiter Group, and those arbitrators shall select another arbitrator and that arbitrator shall then arbitrate the dispute between the parties. Any award issued in connection with such arbitration shall be binding and final upon the parties. In any such proceeding, the prevailing part shall be entitled to their costs incurred in connection with such proceeding, including their attorneys’ fees.

8. Drag Along . In the event that the holder(s) of a majority of the outstanding shares of common stock of the Company (the “ Requisite Holders ”) agree to sell all or any portion of their respective shares in the Company, then the Purchaser hereby agrees at the request of the Requisite Holders that he shall:

	(a)	sell all or the requested portion of his Shares on the same terms and conditions as the Requisite Holders;

	(b)	refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such sale; and

	(c)	execute and deliver all related documentation and take such other action as shall reasonably be requested by the Requisite Holders.

9. Representations and Warranties of the Employee. The Employee hereby represents and warrants to and covenants with the Company and to each officer, director and agent of the Company as follows:

a. General .

	i.	The Employee has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by the Employee hereunder.

	ii.	The Employee is the sole party in interest and is not acquiring the Shares as an agent or otherwise for any other person.

	iii.	The Employee is a resident of the State of Colorado.

	iv.	The Employee is an “accredited investor” within the meaning of Rule 501(a) of Regulation D.

b. Information Concerning the Company :

	i.	The Employee is familiar with the business and financial condition, properties, operations and prospects of the Company, and, at a reasonable time prior to the execution of this Agreement, has been afforded the opportunity to ask questions of and receive satisfactory answers from the Company’s officers and directors, or other persons acting on the Company’s behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Shares and has asked such questions as he desires to ask and all such questions have been answered to the full satisfaction of the Employee.

	ii.	The Employee understands that the purchase of the Shares involves various risks, including, among others, the substantial risk that the Shares will become worthless due to the failure of the Company in the future.

	iii.	No representations or warranties have been made to the Employee by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

	iv.	All documents, records and books pertaining to a proposed investment in the Shares which the Employee has requested have been made available to the Employee.

	c.	Status of the Employee . The Employee is able to bear the economic risk of this investment. The Employee has had the opportunity to consult with the Employee’s own attorney, accountant and/or purchaser representative regarding the Employee’s investment in the Shares and their suitability for purchase by the Employee, and to the extent necessary, the Employee has retained, at Employee’s own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks ad consequences of this Agreement and of purchasing and owning the Shares.

	d.	Restrictions on Transfer or Sale of the Shares :

	i.	The Employee is acquiring the Shares subscribed for solely for the Employee’s own beneficial account, for investment purposes, and not with a view to or for resale in connection with, any distribution of Shares. The Employee understands that the offer and sale of the Shares has not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Employee and of the other representations made by the Employee in this Agreement. The Employee understands that the Company is relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

	ii.	The Employee understands that if the issuance of the Shares has not been registered under the Securities Act, the Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that the Employee may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Employee understands that the Company has no obligation or intention to register any of the Shares purchased by the Employee thereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). The Employee understands that the Employee may not at any time demand the purchase by the Company of the Employee’s Shares.

	iii.	The Employee agrees: (A) that the Employee will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except (i) pursuant to a registration of the Shares under the Securities Act and all applicable state securities laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws, and (ii) in accordance with the stock transfer restrictions described in Section 6 hereof; (B) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of any of the Shares except upon compliance with the foregoing restrictions; and (C) that legends in substantially the following form will be placed on the certificates representing the Shares:

10. Miscellaneous.

(a) The rights and obligations of the Company under this Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Employee’s rights and obligations under this Award may only be assigned with the prior written consent of the Company.

(b) Employee agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award.

(c) Employee acknowledges and agrees that Employee has reviewed this Award in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting this Award and fully understands all provisions of this Award.

(d) The interpretation, performance and enforcement of this Award shall be governed by the laws of the State of Colorado without resort to that State’s conflict-of-laws rules.

IN WITNESS WHEREOF , the parties have duly executed this Agreement as of the date and year first above written.

	GLOBAL HEALTHCARE REIT, INC.,
	A Utah corporation

	By:
	Its:

	EMPLOYEE:


	Zvi Rhine

GLOBAL HEALTHCARE REIT, INC.
NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Global Healthcare REIT, Inc., a Utah corporation (the “Company”):

OPTIONEE:	ZVI RHINE

GRANT DATE:	APRIL 1 2018,

VESTING COMMENCEMENT DATE:	APRIL 1, 2018

EXERCISE PRICE:	$0.36 PER SHARE

NUMBER OF OPTION SHARES:	600,000 SHARES OF COMMON STOCK

EXPIRATION DATE:	FIVE YEARS FOLLOWING GRANT DATE

TYPE OF OPTION:	[ ] INCENTIVE STOCK OPTION [X] NON-STATUTORY STOCK OPTION

DATE EXERCISABLE:	UPON EACH VESTING DATE

VESTING SCHEDULE:	150,000 ON GRANT DATE 150,000 TWELVE MONTHS FOLLOWING GRANT DATE 150,000 EIGHTEEN MONTHS FOLLOWING GRANT DATE 150,000 TWENTY-FOUR MONTHS FOLLOWING GRANT DATE

For purposes of the Option, the term “Service” shall mean the provision of full time services to the Company (or any Subsidiary or Affiliate) by a person in the capacity of an executive officer or employee.

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.

DATED: ________________, 2016.

OPTIONEE:		COMPANY:
Zvi Rhine		Global Healthcare REIT, Inc.

Signature:		By:


Printed Name: Zvi Rhine

Address:

GLOBAL HEALTHCARE REIT, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (the “Agreement”) is attached as Exhibit A to a Notice of Grant of Stock Option (the “Grant Notice”), pursuant to which Optionee has been informed of the basic terms of the option evidenced thereby. Certain capitalized terms used but not otherwise defined herein have the respective meanings specified in the Grant Notice to which this Agreement relates.

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into between GLOBAL HEALTHCARE REIT, INC., a Utah corporation (“Global” or the “Company”), and ZVI RHINE (“Optionee”), as of April 1, 2018 (the “Grant Date”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:

	1.	Grant of Option. Subject to the terms and conditions set forth herein, Global grants to Optionee an option (the “Option”) to purchase 600,000 shares (the “Shares”) of Global’s common stock, $.05 par value (the “Common Stock”), at a price equal to U.S $0.36 per share (the “Option Price”). The Option Price has been determined by the Board of Directors.

		The Option is not intended to qualify as an incentive stock option described in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). All provisions of this Agreement are to be construed in conformity with this intention.

	2.	Term . The Option shall be valid for a term commencing on the Grant Date and ending on the fifth anniversary of the Grant Date, as defined below (“Expiration Date”). In the event there is a cessation of Service by Optionee with Global for any reason, then all unvested Options shall immediately become null and void and cannot be exercised by Optionee.

	3.	Vesting. The Option may only be exercised to the extent vested. Options exercisable to purchase 150,000 shares of common stock shall vest immediately upon the Grant Date. Options exercisable to purchase an additional 150,000 shares of common stock shall vest 12 months following the Grant Date (a “Vesting Date”). Options exercisable to purchase an additional 150,000 shares of common stock shall vest 18 months following the Grant Date. Options exercisable to purchase an additional 150,000 shares of common stock shall vest 24 months following the Grant Date. Vesting is contingent upon Optionee continuing to provide Services to the Company on each Vesting Date. All unvested Options shall immediately vest in the event of a Change in Control of the Company. For purposes of this Agreement, a Change in Control shall mean any transaction of the Company involving (i) the merger or consolidation of the Company into or with another entity where the Company’s shareholders receive less than 50% of the outstanding voting securities of the new or continuing entity, (ii) the sale of all or substantially all of the Company’s assets, (iii) any person not already a stockholder of the Company becoming a beneficial owner, directly or indirectly, of the securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities, (iv) a change in the majority of the Board of Directors of the Company, or (v) the Company terminating its business or liquidating its assets.

	4.	Procedure for Exercise. Exercise of the Option, or a portion thereof, shall be effected by the giving of written notice to Global and payment of the aggregate Option Price for the number of Shares to be acquired pursuant to such exercise and completing the Purchase Form attached to this Option. In the event the issuance of the Shares upon exercise of this Option has not been registered under the Securities Act of 1933, as amended ( the “Securities Act”), the Optionee shall concurrently execute and deliver the Subscription Agreement and Representations and Warranties in the form attached hereto as Exhibits A and B, respectively.

	5.	Manner of Payment.

		a. The exercise price of each Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, (ii) by delivery to the Company of other Common Stock of the Company valued at its then established fair market value (as defined below), (iii) by delivery to the Company of either options or warrants of the Company including, without limitation, this Option, valued at the difference between their exercise price and the then established fair market value of the Company’s Common Stock, (iv) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Common Stock of the Company) with the holder hereof, or (v) any other form of legal consideration that may be acceptable to the Board of Directors, in their discretion. For the purposes of this Section 5, the fair market value of the Company’s Common Stock shall be defined as (i) the closing sale price for the Common Stock on the primary exchange upon which the shares are listed and traded on the date prior to the date the Option is exercised, or (ii) if the shares are not traded on any national exchange, the closing sale price for the Common Stock on the NASDAQ National Market on the date prior to the date the Option is exercised, or (iii) if the shares are neither traded on a national exchange nor listed on the NASDAQ National Market, then the average of the bid and ask prices for the Common Stock in the Over-The-Counter Market as quoted on the NASDAQ Capital Market, on the date prior to the date the Option is exercised, or (iv) if the shares of Common Stock are neither traded on a national exchange or the NASDAQ National Market nor quoted on the NASDAQ Capital Market, the average of the bid and ask prices for the Common Stock as quoted by any recognized securities quotation service such as the OTC Markets or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, or (v) if the shares of Common Stock are not quoted on any recognized securities quotation service such as the OTC Markets, Inc., or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, then the fair market value of the Company’s Common Stock shall be the price paid for the Company’s Common Stock in the most recent transaction involving the Company and a nonaffiliated purchaser in an arm’s length transaction (the “Fair Market Value”). In the case of any deferred payment arrangement, any interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Internal Revenue Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(b) By way of example, in lieu of exercising this Option by payment with cash, certified check or wired funds, the Holder may elect to receive the number of Shares, as determined below, equal to the value of this Option (or the portion thereof being exercised) by surrender of this Option at the corporate office of the Company together with the duly executed form of subscription agreement and notice of such an election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X	=	Y(A-B)
		A

	Where:	X = the number of shares of Common Stock to be issued to the Holder
		Y = the gross number of shares of Common Stock to be purchased
		A = the Fair Market Value of one (1) share of the Company’s Common Stock on the day prior to exercise hereunder
		B = Exercise Price

	6.	Options Not Transferable and Subject to Certain Restrictions. The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Code. During Optionee’s lifetime, the Option may be exercised only by the Optionee or by a legally authorized representative. In the event of Optionee’s death, the Option may be exercised for a period of 90 days following the date of death by the distributee to whom Optionee’s rights under the Option shall pass by will or by the laws of descent and distribution.

	7.	Acceptance of Agreement. Optionee hereby accepts and agrees to be bound by all the terms and conditions of this Agreement.

	8.	No Right to Employment. Nothing herein contained shall confer upon Optionee any right to continuation of employment by Global or any Affiliate, or interfere with the right of Global or any Affiliate to terminate at any time the employment of Optionee. Nothing contained herein shall confer any rights upon Optionee as a stockholder of Global, unless and until Optionee actually exercises this Option and receives Shares.

	9.	Compliance with Securities Laws. The Option shall not be exercisable and Shares shall not be issued pursuant to exercise of the Option unless the exercise of the Option and the issuance and delivery of Shares pursuant thereto shall comply with all relevant provisions of law.

	10.	Adjustments. With respect to any unexercised portion of the Option, Global may make any adjustments necessary to prevent accretion, or to protect against dilution, in the number and kind of shares covered by the Option and in the applicable exercise price thereof in the event of a change in the corporate structure or shares of Global; provided, however, that no adjustment shall be made for the issuance of preferred stock of Global or the conversion of convertible preferred stock of Global. For purposes of this Section 10, a change in the corporate structure or shares of Global includes, without limitation, any change resulting from a recapitalization, stock split, stock dividend, consolidation, rights offering, spin-off, reorganization or liquidation, and any transaction in which shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of Global or another entity.

	11.	No Other Rights. Optionee hereby acknowledges and agrees that, except as set forth herein, no other representations or promises, either oral or written, have been made by Global, any Affiliate or anyone acting on their behalf with respect to Optionee’s right to acquire any shares of Common Stock, stock options or awards under the Agreement, and Optionee hereby releases, acquits and forever discharges Global, the Affiliates and anyone acting on their behalf of and from all claims, demands or causes of action whatsoever relating to any such representations or promises and waives forever any claim, demand or action against Global, any Affiliate or anyone acting on their behalf with respect thereto.

	12.	Severability. Any provision of this Agreement (or portion thereof) that is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 14, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.

	13.	Not used.

	14.	Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written, between Global and Optionee relating to Optionee’s entitlement to stock options, Common Stock or similar benefits.

	15.	Amendment. This Agreement may be amended and/or terminated at any time by mutual written agreement of Global and Optionee.

	16.	No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than Optionee and Optionee’s respective successors and assigns expressly permitted herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

	17.	Governing Law. The construction and operation of this Agreement are governed by the laws of the State of Delaware.

Executed as of the date first written above.

	GLOBAL HEALTHCARE REIT, INC.

	By:
	Name:	Lance Baller
	Title:	CEO


	Signature of Optionee


	Optionee’s Social Security Number

PURCHASE FORM

Dated: _____________

The undersigned hereby irrevocably elects to exercise the attached Option to the extent of purchasing ________shares of Common Stock and hereby makes payment of $________ in payment of the Exercise Price therefor.


	Name:

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name
	(please typewrite or print in block letters)

Address

Signature

EXHIBIT A

SUBSCRIPTION AGREEMENT

Subscription Agreement (the “Agreement”) made and entered into as of this _______ day of ___________, _____, between the person whose name appears on the signature page hereof (“Subscriber”) and Global Healthcare REIT, Inc. , a Utah corporation (“Company”);

WITNESSETH:

In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.	Subscription . The Subscriber hereby subscribes for and agrees to purchase the number of shares of the Company’s Common Stock, $.05 par value, set opposite his name on the signature page hereof (the “Shares”) for the purchase price of $0.36 per share, payable as hereinafter provided. The Subscriber hereby agrees that this Agreement shall be irrevocable and survive the death or legal incapacity of the Subscriber.

2.	Payment for Shares . The purchase price for the Shares shall be paid to the Company by the Subscriber contemporaneously with the execution of this Agreement. No certificates representing the Shares shall be issued or become issuable until the full amount of the above subscription shall have been paid. In the event the subscription price herein specified is not paid when due, the Company may at its option cancel this subscription and this Agreement.

3.	Acceptance of Subscription . This Agreement shall be deemed to be accepted by the Company when it is signed by an authorized officer of the Company on behalf of the Company, it being provided that, notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue the Shares to the Subscriber if the issuance of the Shares would constitute a violation of federal or state securities laws.

4.	Representations and Warranties of the Company . The Company represents and warrants to the Subscriber that:

	a.	The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, with full power and authority to conduct its business as it is currently being conducted and to own its assets. The Company is duly qualified to do business, and is in good standing as a foreign corporation authorized to do business, in all jurisdictions in which a failure to so qualify would have a material adverse effect on the business condition (financial or otherwise), earnings, properties, or results of operations of the Company, and its subsidiaries, taken as a whole.

	b.	The Company has duly authorized the issuance and sale of the Shares upon the terms of this Agreement by all requisite corporate action.

	c.	The Shares have been duly authorized and, when issued and paid for in accordance herewith, will be duly issued, fully paid and nonassessable shares of the Company.

5.	Representations and Warranties of the Subscriber . The Subscriber hereby represents and warrants to and covenants with the Company and to each officer, director and agent of the Company as follows:

a.	General .

	i.	The Subscriber has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by the Subscriber hereunder.

	ii.	The Subscriber is the sole party in interest and is not acquiring the Shares as an agent or otherwise for any other person.

	iii.	The Subscriber is a resident of the State of Illinois.

	iv.	The Subscriber is an “accredited investor” within the meaning of Rule 501(a) of Regulation D.

b.	Information Concerning the Company :

	i.	The Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company, and, at a reasonable time prior to the execution of this Agreement, has been afforded the opportunity to ask questions of and receive satisfactory answers from the Company’s officers and directors, or other persons acting on the Company’s behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Shares and has asked such questions as he desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

	ii.	The Subscriber understands that the purchase of the Shares involves various risks, including, among others, the substantial risk that the Shares will become worthless due to the failure of the Company in the future.

	iii.	No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

	iv.	All documents, records and books pertaining to a proposed investment in the Shares which the Subscriber has requested have been made available to the Subscriber.

c.	Status of the Subscriber . The Subscriber is able to bear the economic risk of this investment. The Subscriber has had the opportunity to consult with the Subscriber’s own attorney, accountant and/or purchaser representative regarding the Subscriber’s investment in the Shares and their suitability for purchase by the Subscriber, and to the extent necessary, the Subscriber has retained, at Subscriber’s own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks ad consequences of this Agreement and of purchasing and owning the Shares.

d.	Restrictions on Transfer or Sale of the Shares :

	i.	The Subscriber is acquiring the Shares subscribed for solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view to or for resale in connection with, any distribution of Shares. The Subscriber understands that the offer and sale of the Shares has not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this Agreement. The Subscriber understands that the Company is relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

	ii.	The Subscriber understands that if the issuance of the Shares has not been registered under the Securities Act, the Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Subscriber understands that the Company has no obligation or intention to register any of the Shares purchased by the Subscriber thereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). The Subscriber understands that the Subscriber may not at any time demand the purchase by the Company of the Subscriber’s Shares.

	iii.	The Subscriber agrees: (A) that the Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except (i) pursuant to a registration of the Shares under the Securities Act and all applicable state securities laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws, and (ii) in accordance with the stock transfer restrictions described in Section 6 hereof; (B) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of any of the Shares except upon compliance with the foregoing restrictions; and (C) that legends in substantially the following form will be placed on the certificates representing the Shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER SUCH SHARES EXCEPT UPON RECEIPT OF A FAVORABLE OPINION OF ITS COUNSEL AND/OR EVIDENCE SATISFACTORY TO THE COMPANY THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.

The Subscriber has not offered or sold any portion of the subscribed for Shares and has no present intention of dividing such Shares with others or of reselling or otherwise disposing of any portion of such Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

6.	Notices . All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:

	a.	To the Company at the following address:

	b.	To the Subscriber at the following address:





7.	Assignability; Amendment . This Agreement is not assignable by the Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

8.	Binding Effect . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warrantee and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

9.	Entire Agreement . This Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contract or agreements, whether oral or written.

10.	Governing Law . This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction and effect and in all other aspects by the substantive laws of the State of Colorado, without reference to conflicts of laws principles. Venue for all purposes hereunder shall be Denver, Colorado.

11.	Severability. If any provisions of this Agreement or the application thereof to any Subscriber or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the applicability of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

12.	Headings. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Agreement as of the date and year first above written.

	THE COMPANY:

	GLOBAL HEALTHCARE REIT, INC.

	By:
	Name:
	Title:

	SUBSCRIBER:


	Name:

Number of Shares Subscribed: _________

EXHIBIT B

REPRESENTATIONS AND WARRANTIES STATEMENT

By his execution below, the undersigned specifically warrants and represents to Global Healthcare REIT, Inc. (“Company”) that:

1.	The Shares are being or will be purchased by the undersigned for investment only, for his own account, and not with a view to the offer, resale, or redistribution thereof.

2.	The undersigned is not and will not be participating, directly or indirectly, in an underwriting of any of the Shares, and the undersigned will not take, or cause to be taken, any action that would cause him to be deemed to be an underwriter of the Shares, as that term is defined in applicable provisions of the Securities Act of 1933, as amended, and the regulations promulgated pursuant to that Act.

3.	The undersigned has had an opportunity to ask questions of, and receive answers from, the management of the Company and persons acting on behalf of the Company, concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned. The undersigned has had an opportunity to make a prudent and full inquiry into the business and financial affairs of the Company.

4.	The undersigned is able to bear the economic risk of an investment in the Shares, and has sufficient net worth to sustain a loss of the entire investment without material economic hardship if such a loss should occur.

5.	The undersigned is aware that an investment in the Shares is speculative and involves a high degree of risk of loss by the undersigned of his entire investment in the Shares. The undersigned is capable of bearing such economic risks.

6.	The financial condition of the undersigned is such that he is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need, or indebtedness. The undersigned understands that the nature of the investment is such that the undersigned will probably not be able to sell the Shares for a long period of time, and no one has represented to the undersigned that the undersigned will be able to sell the Shares or otherwise realize any return on his investment within any given period of time. In particular, the undersigned acknowledges that the Shares will have no market in the foreseeable future. No assurances have been made to the undersigned regarding any economic gain which may inure to the undersigned by reason of ownership of the Shares.

7.	By reason of the undersigned’s knowledge and experience in financial and business matters in general, and investments in particular, he is capable of evaluating the merits and risks of an investment by him in the Shares.

8.	The undersigned recognizes that the Shares have not and will not have been registered under the Securities Act of 1933, as amended, nor under the securities laws of any state. The undersigned agrees not to sell the Shares without registering them under the Securities Act of 1933 and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sales, and agrees that a legend may be placed on his stock certificates to such effect.

9.	The undersigned acknowledges that his ability to sell, transfer, convey, pledge or hypothecate the Shares shall be subject to the terms of the Bylaws of the Company to be ratified and confirmed by the undersigned contemporaneously with his execution hereof.

The undersigned understands that these representations and warranties are being or will be relied upon by the Company in issuing the Shares to the undersigned.

Executed on _____________________________ .


	Name:

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this 1st day of April, 2018, to be effective as of the 1st day of January, 2018 (the “Effective Date”), by and between GLOBAL HEALTHCARE REIT, a Utah corporation (the “Company”) and ZVI RHINE (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to secure the services of the Executive subject to the contractual terms and conditions set forth herein; and

WHEREAS, the Executive is willing to enter into this Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:

1. Employment . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to accept such employment with the Company, all upon the terms and conditions set forth herein.

2. Term of Employment . Subject to the terms and conditions of this Agreement, the Executive shall be employed for a term commencing on the Effective Date and ending on the second (2nd) anniversary of the Effective Date (the “Term”) unless sooner terminated as provided for herein. The Term shall renew automatically for additional one (1) year terms, unless either party gives written notice no less than ninety (90) days prior to the expiration of the Term that it does not intend to extend the Term.

3. Duties and Responsibilities

A. Capacity . During the Term, the Executive shall serve in the capacity of President and Chief Financial Officer subject to the supervision of the Board of Directors of the Company (the “Board”).

B. Full-Time Duties . During the Term, and excluding any periods of disability, vacation or sick leave to which the Executive is entitled, the Executive shall devote all of his business time, attention and energies to the business of the Company. During the Term, it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, including Sabra Capital Partners, LLC (a business which Executive owns and managed prior to entering this Agreement) so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

C. Standard of Performance . The Executive will perform his duties under this Agreement with fidelity and loyalty, to the best of his ability, experience and talent and in a manner consistent with his duties and responsibilities.

4. Compensation .

A. Base Salary . During the Term, as compensation for Executive’s services hereunder, the Company shall pay the Executive an annual base salary (the “Base Salary”) at the rate of One Hundred Sixty-Five Thousand Dollars ($165,000) per year, which rate may be increased during the Term hereof if and to the extent approved by the Board of Directors of the Company. The Base Salary shall be payable in equal installments in accordance with the Company’s normal payroll practices, but in no event less frequently than monthly. It is agreed that payment of the Executive’s base salary, retroactive to the Effective Date, will commence upon the Company’s closing of additional financing in the aggregate amount of at least $600,000, but in no event later than May 31, 2018. Base Salary shall be reduced by the value of any benefits provided to Executive. During the remainder of the Term, the Base Salary shall be reviewed at least annually by the Board after consultation with the Executive and may from time to time be increased (but not decreased) as solely determined by the Board. Effective as of the date of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement.

B. Annual Performance Bonus . The Executive may be eligible for annual discretionary bonus awards payable in cash or common stock of the Company, as so determined solely by the Company, based on performance objectives determined annually by the Board.

C. Long-Term Incentives. Upon the execution of this Agreement, the Company agrees to award the Executive (i) the initial option award set forth on the term sheet attached hereto as Exhibit A; and (ii) 150,000 shares of the Company’s common stock, which will be an award of restricted stock and will vest with respect to one-half of such shares on each of the first and second anniversaries of the Effective Date. Following the initial option and restricted stock awards, the Executive shall be eligible for grants of stock options, restricted stock and/or other long-term incentives in the discretion of the Board on the same basis as other similarly situated senior executives of the Company. In addition, in the event the Company pursues additional rounds of equity financing during the Term, the Executive shall be offered the option to purchase, at the price offered in such financing, a sufficient additional equity interest such that if the Executive exercises this purchase option, the Executive will maintain his proportionate ownership interest in the Company.

D. Benefits .

(1) If and to the extent that the Company maintains employee benefit plans (including, but not limited to, pension, profit-sharing, disability, accident, medical, life insurance, and hospitalization plans) (it being understood that the Company may but shall not be obligated to do so), the Executive shall be entitled to participate therein in accordance with the Company’s regular practices with respect to similarly situated senior executives that currently have been granted options. The Company will have the right to amend or terminate any such benefit plans it may choose to establish.

(2) The Executive shall be entitled to prompt reimbursement from the Company for reasonable out-of-pocket expenses incurred by him in the course of the performance of his duties hereunder, upon the submission of appropriate documentation in accordance with the practices, policies and procedures applicable to other senior executives of the Company.

(3) The Executive shall be entitled to such vacation, holidays and other paid or unpaid leaves of absence as are consistent with the Company’s normal policies available to other senior executives of the Company or as are otherwise approved by the Board. Executive acknowledges that except for one (1) week of paid vacation per year and paid holidays recognized by the New York Stock Exchange, no other benefits are offered as of the date of this Agreement.

5. Termination of Employment .

Notwithstanding the provisions of Section 2 hereof, the Executive’s employment hereunder shall terminate under any of the following conditions:

A. Death . The Executive’s employment under this Agreement shall terminate automatically upon his death.

B. Total Disability . The Company shall have the right to terminate this Agreement if the Executive becomes Totally Disabled. For purposes of this Agreement, “Totally Disabled” means that the Executive is not working and is currently unable to perform the substantial and material duties of his position hereunder as a result of sickness, accident or bodily injury for a period of three months. Prior to a determination that Executive is Totally Disabled, but after Executive has exhausted all sick leave and vacation benefits provided by the Company, Executive shall continue to receive his Base Salary, offset by any disability benefits he may be eligible to receive.

C. Termination by Company for Cause . The Executive’s employment hereunder may be terminated for Cause upon written notice by the Company. For purposes of this Agreement, “Cause” shall mean:

(1)

conviction of the Executive by a court of competent jurisdiction of any felony or a crime involving moral turpitude;

(2)

the Executive’s willful and intentional failure or willful and intentional refusal to follow reasonable and lawful instructions of the Board;

(3)

the Executive’s material breach or default in the performance of his obligations under this Agreement that results in a significant financial detriment to the Company;

(4)

the Executive’s act of misappropriation, embezzlement, intentional fraud or similar conduct involving the Company.

Executive may not be terminated for Cause pursuant to subsections (2) and (3) above unless Executive is given written notice of the circumstances constituting “Cause” and a reasonable period to cure such circumstances, which period shall be no less than ten (10) days.

D. Termination for Good Reason. The Executive’s employment hereunder may be terminated by the Executive for Good Reason on written notice by Executive to the Company. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following circumstances without the Executive’s consent:

(1)

a material reduction in the Executive’s salary or benefits excluding the substitution of substantially equivalent compensation and benefits;

(2)

a material diminution of the Executive’s duties, authority or responsibilities as in effect immediately prior to such diminution;

(3)

the relocation of the Executive’ principal work location to a location more than 50 miles from its current location; or

(4)

the failure of a successor to assume and perform under this Agreement.

6. Payments Upon Termination .

A. Upon termination of Executive’s employment hereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, within ten (10) days of termination, Base Salary which has accrued for services performed to the date of termination and which has not yet been paid. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable Executive benefit plan or program, restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable law.

B. Upon termination of Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company shall be obligated to pay and the Executive shall be entitled to receive:

(1) all of the amounts and benefits described in Section 6.A. hereof; and

(2) a lump sum payment, within 10 days of termination, equal to 50% of Executive’s annual Base Salary; and

(3) an additional amount equal to 50% of Executive’s annual Base Salary payable in six equal monthly installments following the date of termination; and

(4) continued participation in all Executive welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive’s termination of employment, as if there had been no termination of employment.

Payments under Section 6.B., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section.

C. Upon termination of the Executive’s employment upon the death of Executive pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive:

(1) all of the amounts and benefits described in Section 6.A.;

(2) any death benefit payable under a plan or policy provided by the Company; and

(3) continued participation by the Executive’s dependents in the welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive’s termination of employment, as if there had been no termination of employment.

D. Upon termination of the Executive’s employment upon the Disability of the Executive pursuant to Section 5.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive:

(1) all of the amounts and benefits described in Section 6.A.;

(2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for the remainder of the Term, offset by any payments the Executive receives under the Company’s long-term disability plan and any supplements thereto, whether funded or unfunded, which is adopted by the Company for the Executive’s benefit and not attributable to the Executive’s own contributions; and

(3) continued participation by the Executive and his dependents in the welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive’s termination of employment, as if there had been no termination of employment.

E. Upon the termination of Executive’s employment upon the consummation of a Change in Control transaction, as defined below, the Company shall be obligated to pay and Executive shall be entitled to receive:

(1) All of the amounts and bendfits described in Section 6.A; and

(2) An amount equal to 100% of Executive’s annual Base Salary payable within ten days of the date of such termination.

Payments under Section 6.D. or 6.E, with the exception of amounts due pursuant to Section 6.D(1), are conditioned on the execution by the Executive or the Executive’s representative of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section.

F. Upon voluntary termination of employment by the Executive for any reason whatsoever (other than for Good Reason as described in Section 6.B.) or termination by the Company for Cause the Company shall have no further liability under or in connection with this Agreement, except to provide the amounts set forth in Section 6.A.

G. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, the Executive shall continue to be subject to the provisions of Section 7, hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive’s employment hereunder for any reason whatsoever).

7. Confidentiality, Return of Property, and Covenant Not to Compete .

A. Confidential Information .

(1) Company Information . The Company agrees that it will provide the Executive with Confidential Information, as defined below, that will enable the Executive to optimize the performance of the Executive’s duties to the Company. In exchange, the Executive agrees to use such Confidential Information solely for the Company’s benefit. The Company and the Executive agree and acknowledge that its provision of such Confidential Information is not contingent on the Executive’s continued employment with the Company. Notwithstanding the preceding sentence, upon the termination of the Executive’s employment for any reason, the Company shall have no obligation to provide the Executive with its Confidential Information. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products services, customer lists and customers (including, but not limited to, customers of the Company on whom the Executive called or with whom the Executive became acquainted during the term of the Executive’s employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing finances or other business information disclosed to the Executive by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of the Executive or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions.

The Executive agrees at all times during the Term and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company, or to disclose to any person or entity without written authorization of the Board of Directors of the Company, any Confidential Information of the Company.

(2) Former Employer Information . The Executive agrees that he will not, during his employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or other person or entity and that the Executive will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(3) Third Party Information . The Executive recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive shall hold all such confidential or proprietary information in the strictest confidence and not disclose it to any person or entity or use it except as necessary in carrying out the Executive’s work for the Company consistent with the Company’s agreement with such third party.

B. Returning Company Documents . At the time of leaving the employ of the Company, the Executive will deliver to the Company (and will not keep in the Executive’s possession) specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by the Executive pursuant to the Executive’s employment with the Company or otherwise belonging to the Company, its successors or assigns.

C. Notification of New Employer . In the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to the Executive’s new employer about the Executive’s rights and obligations under this Agreement.

D. Solicitation of Employees . The Executive agrees that for a period of twelve (12) months immediately following the termination of the Executive’s relationship with the Company for any reason, the Executive shall not either directly or indirectly solicit, induce or recruit any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for himself or for any other person or entity.

E. Covenant Not to Compete .

(1) The Executive agrees that during the course of his employment and for twelve (12) months following the termination of the Executive’s relationship with the Company for any reason, the Executive will not compete, without the prior written consent of the Company, as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise, directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate with any business, in competition with the Company’s business. The foregoing covenant shall cover the Executive’s activities in every part of the Territory in which the Executive may conduct business during the term of such covenant as set forth above. “Territory” shall mean (i) all counties in the State of Georgia and (ii) all counties in the State of Oklahoma.

(2) The Executive acknowledges that he will derive significant value from the Company’s agreement in Section 7.A(1) to provide the Executive with that Confidential Information to enable the Executive to optimize the performance of the Executive’s duties to the Company. The Executive further acknowledges that his fulfillment of the obligations contained in this Agreement, including, but not limited to, the Executive’s obligation neither to disclose nor to use the Company’s Confidential Information other than for the Company’s exclusive benefit and the Executive’s obligation not to compete contained in subsection (1) above, is necessary to protect the Company’s Confidential Information and, consequently, to preserve the value and goodwill of the Company. The Executive further acknowledge the time, geographic and scope limitations of the Executive’s obligations under subsection (1) above are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that the Executive will not be precluded from gainful employment if the Executive is obligated not to compete with the Company during the period and within the Territory as described above.

(3) The covenants contained in subsection (1) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection (1) above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection (1) above are deemed to exceed the time, geographic or scope limitations permitted by Texas law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.

F. Representations . The Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to the Executive’s employment by the Company. The Executive has not entered into, and the Executive agrees that he will not enter into, any oral or written agreement in conflict herewith.

8. Arbitration . Any dispute or controversy arising under or in connection with this Agreement (other than any dispute or controversy arising from a violation or alleged violation by the Executive of the provisions of Section 7) shall be settled exclusively by final and binding arbitration in Denver, Colorado, in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA”). The arbitrator shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of an arbitrator within thirty days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Employment Arbitration Rules then prevailing, except that, if the parties fail to select an arbitrator from one or more panels, AAA shall not have the power to make an appointment but shall continue to submit additional panels until an arbitrator has been selected. This agreement to arbitrate shall not preclude the parties from engaging in voluntary, non-binding settlement efforts including mediation.

9. Notices . All notices and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by registered or certified mail (return receipt requested and with postage prepaid thereon) or by facsimile transmission to the respective parties at the following addresses (or at such other address as either party shall have previously furnished to the other in accordance with the terms of this Section ):

if to the Company:

Global Healthcare REIT

Attn: Board of Directors/Compensation Committee Chairman

6800 North 79 ^th St.

Suite 200

Niwot, CO 80503

if to the Executive:

Zvi Rhine

_____________________________

10. Amendment; Waiver . The terms and provisions of this Agreement may be modified or amended only by a written instrument executed by each of the parties hereto, and compliance with the terms and provisions hereof may be waived only by a written instrument executed by each party entitled to the benefits thereof. No failure or delay on the part of any party in exercising any right, power or privilege granted hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege granted hereunder.

11. Entire Agreement . This Agreement and all Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral agreements or understandings between the parties relating thereto.

12. Severability . In the event that any term or provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and provisions hereof shall not be in any way affected or impaired thereby, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein.

13. Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns (it being understood and agreed that, except as expressly provided herein, nothing contained in this Agreement is intended to confer upon any other person or entity any rights, benefits or remedies of any kind or character whatsoever). The Executive may not assign this Agreement without the prior written consent of the Company. Except as otherwise provided in this Agreement, the Company may assign this Agreement to any of its affiliates or to any successor (whether by operation of law or otherwise) to all or substantially all of its business and assets without the consent of the Executive. For purposes of this Agreement, “affiliate” means any entity in which the Company owns shares or other measure of ownership representing at least 40% of the voting power or equivalent measure of control of such entity.

14. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado (except that no effect shall be given to any conflicts of law principles thereof that would require the application of the laws of another jurisdiction).

15. Headings . The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

16. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS THEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has signed this Agreement as of the Effective Date.

	GLOBAL HEALTHCARE REIT

		/s/ Lance Baller
	By:	Lance Baller, CEO

	EXECUTIVE

		/s/ Zvi Rhine
		Zvi Rhine

Exhibit A

Term Sheet — Initial Option Award

I. Options. Company will grant Executive an option to purchase 600,000 shares of Company common stock, based on the fair market value as of the grant date, which shall be April 1, 2018.

	A.	Vested and exercisable with respect to (i) 150,000 shares on the grant date, (ii) an additional 150,000 shares on the first anniversary of the grant date, (iii) an additional 150,000 shares on the date 18 months following the grant date and (iv) an additional 150,000 shares on the second anniversary of the grant date. Vesting and exercisability will be accelerated on a Change in Control, a termination without Cause or a termination for Good Reason.

	B.	Options will have a term of 5 years.

	C.	Company will register the Company’s shares subject to the option on Form S-8 or such other form as may be available, and the Company shall provide a cashless exercise procedure.

	D.	Executive will enter into a Two year lock-up agreement when the Board of Directors enter into an agreement.

II.

Change in Control.

	A.	In the event of a Change in Control, Company will pay Executive a gross-up payment to cover the excise tax, if any, imposed under Section 4999 of the Internal Revenue Code in connection with excess parachute payments as defined in Section 280G of the Internal Revenue Code.

	B.	“Change in Control” means: (a) the consummation of a merger or consolidation of the Company with or into another entity or any other transaction, the stockholders of the Company immediately prior to such merger, consolidation or other transaction own or beneficially own immediately after such merger, consolidation or other transaction 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent entity of such continuing or surviving entity; (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets to a Person which is not owned or controlled by the Company or its stockholders immediately prior to such sale, transfer or other disposition; (c) individuals who, immediately following the effective date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director thereafter whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or (d) any transaction as a result of which any Person is the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 20% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this definition of Change in Control, the term “Persons” means, acting individually or as a group, an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.