LOAN AGREEMENTLoan Agreement • January 12th, 2017 • MVP REIT, Inc. • Real estate investment trusts
GUARANTYGuaranty • October 6th, 2016 • MVP REIT, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of October 5, 2016, executed and delivered by each of the undersigned, whether one or more, (individually and collectively, jointly and severally, "Guarantor", which term specifically includes each Person that hereafter executes a Joinder Agreement pursuant to which such Person agrees to become party to this Guaranty and assume the obligations of a Guarantor hereunder), in favor of (a) KEYBANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the "Agent") for the Lenders under that certain Credit Agreement dated as of even date herewith, by and among MVP Real Estate Holdings, LLC, MVP REIT II Operating Partnership, LP, and certain of their Subsidiaries, as borrowers (the "Borrower"), the financial institutions party thereto and their assignees in accordance therewith (the "Lenders"), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Credit Agreement") and (b)
ASHTON GARNETT SECURITIES, LLC SELLING AGREEMENT July 16, 2012Selling Agreement • July 16th, 2012 • MVP REIT, Inc. • Real estate investment trusts • Nevada
MVP REIT, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2012, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to $500,000,000 in shares of its common stock, $0.001 par value per share (the “Shares”), for a purchase price of $9.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the primary offering (the “Primary Offering”), and (b) up to $50,000,000 in Shares for a purchase price of $9.00 per Share for issuance through the Company’s distribution reinvestment program (the “DRIP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company has reserved
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 13th, 2014 • MVP REIT, Inc. • Real estate investment trusts • Nevada
This Agreement, dated as of August 11, 2014 (“Effective Date”), is between Steven E. Reed ("Reed") and MVP REIT, Inc., a Maryland corporation (“REIT”), MVP Realty Advisors, LLC, a Nevada limited-liability company (“Advisors”) and MVP American Securities, LLC, a Nevada limited liability company (“MVPAMS”)(REIT, Advisors and MVPAMS are collectively referred to herein as “MVP Entities” and individually as an “MVP Entity”). Reed and MVP Entities are collectively referred to herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER AMONG MVP REIT II, INC., MVP REALTY ADVISORS, LLC ONLY FOR THE PURPOSES OF SECTION 4.21, SECTION 4.22(B), SECTION 5.21, SECTION 5.23(B) AND SECTION 6.4 MVP MERGER SUB, LLC, AND MVP REIT, INC. DATED AS OF MAY 26, 2017Merger Agreement • May 31st, 2017 • MVP REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 26, 2017 (this "Agreement"), is among MVP REIT II, INC., a Maryland corporation ("REIT II"), MVP MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of REIT II ("Merger Sub"), MVP REALTY ADVISORS, LLC, a Delaware limited liability company (the "Advisor"), in its capacity as the external advisor to REIT I (as defined herein) (in that capacity, "REIT I Advisor"), which is a Party hereto only for purposes of Section 4.21, Section 4.22(b) and Section 6.4, MVP REIT, INC., a Maryland corporation ("REIT I"), and the Advisor, in its capacity as the external advisor to REIT II (in that capacity, "REIT II Advisor"), which is a Party hereto only for purposes of Section 5.21, Section 5.23(b) and Section 6.4. Each of REIT II, Merger Sub, REIT I, REIT I Advisor and REIT II Advisor is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein hav
EQUITY INTERESTS PLEDGE AND SECURITY AGREEMENTEquity Interests Pledge and Security Agreement • October 6th, 2016 • MVP REIT, Inc. • Real estate investment trusts • New York
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • May 21st, 2012 • MVP Monthly Income Realty Trust, Inc. • Real estate investment trusts • Nevada
This Subscription Escrow Agreement (the “Agreement”) dated as of May 15, 2012 is by and between, MVP Monthly Income Realty Trust, Inc., a Maryland Corporation (the “Company”) and U.S. Bank National Association (the “Escrow Agent”). The “Escrow Agent” and the “Company” may also be hereinafter referred to as the “Parties.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 8th, 2016 • MVP REIT, Inc. • Real estate investment trusts • Michigan
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of the 31st day of October, 2016, ("Effective Date") by and between CENTER PARKING ASSOCIATES LIMITED PARTNERSHIP, a Michigan limited partnership, having an address at 121 West Long Lake Road, Suite 200, Bloomfield Hills, Michigan 48304 ("Seller"), and MVP DETROIT CENTER GARAGE, LLC, a Delaware limited liability company, having an address at 8880 W. Sunset Road, Suite 200, Las Vegas, Nevada 89148 ("Purchaser"), each sometimes referred to herein individually as a "Party" and together as the "Parties".
TERMINATION AND FEE AGREEMENTTermination and Fee Agreement • May 31st, 2017 • MVP REIT, Inc. • Real estate investment trusts • Maryland
THIS TERMINATION AND FEE AGREEMENT, dated as of May 26, 2017 (this "Agreement"), among MVP REIT, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes ("Company"), MVP REIT II, Inc., a Maryland corporation that intends to elect to be treated as a real estate investment trust for federal income tax purposes beginning with the taxable year ending December 31, 2017 ("REIT II"), MVP REIT II Operating Partnership, LP, a Delaware limited partnership ("REIT II OP"), and MVP Realty Advisors, LLC, a Delaware limited liability company and the investment advisor to Company and REIT II ("Advisor"). Each of Company, REIT II, REIT II OP and Advisor is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used and not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
MEMBERSHIP PURCHASE AGREEMENTMembership Purchase Agreement • May 14th, 2014 • MVP REIT, Inc. • Real estate investment trusts • Nevada
This Membership Purchase Agreement (the “Agreement”) is made and entered into as of the 26th, day of March 2014, by and between MVP Real Estate Holdings, LLC, a Nevada limited liability company (“Seller”), Vestin Realty Mortgage II, Inc., a Maryland corporation (“Purchaser”) and Building C, LLC, a Nevada limited liability company (the “Company”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 31st, 2013 • MVP REIT, Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and between OC PARKING FORT LAUDERDALE LLC, a Delaware limited liability company (“Fort Lauderdale Seller”), OC PARKING BALTIMORE LLC, a Delaware limited liability company, OC PARKING MEMPHIS POPLAR LLC, a Delaware limited liability company, OC PARKING KANSAS CITY LLC, a Delaware limited liability company, OC PARKING MEMPHIS COURT LLC, a Delaware limited liability company, and OC PARKING ST. LOUIS LLC, a Delaware limited liability company (each a “Seller” and collectively referred to herein as the “Sellers”), and MVP PF FORT LAUDERDALE 2013, LLC, MVP PF BALTIMORE 2013, LLC, MVP PF KANSAS CITY 2013, LLC, MVP PF ST. LOUIS 2013, LLC, MVP PF MEMPHIS POPLAR 2013, LLC AND MVP PF MEMPHIS COURT 2013, LLC, each being a Nevada limited liability company (collectively “Buyer”). The term “Seller” or “Sellers” as used in this Agreement with respect to each Property shall mean and only apply to the Seller of the Property
PROMISSORY NOTEPromissory Note • October 6th, 2016 • MVP REIT, Inc. • Real estate investment trusts • Ohio
Maker also promises to pay interest on the unpaid principal amount of this Note (this "Note") at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of even date herewith, among Maker, the Lenders named therein, and KeyBank National Association, as Administrative Agent for itself and the Lenders (as hereafter amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.
CREDIT AGREEMENTCredit Agreement • October 6th, 2016 • MVP REIT, Inc. • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 26th, 2014 • MVP REIT, Inc. • Real estate investment trusts • Ohio
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and between MABLEY PLACE LLC, a Ohio limited liability company (“Seller”), and MVP CINCINNATI MABLEY PLACE 2014, LLC, a Nevada limited liability company (“Buyer”).
RELEASE OF WAIVER AGREEMENTRelease of Waiver Agreement • August 27th, 2014 • MVP REIT, Inc. • Real estate investment trusts
This RELEASE OF WAIVER AGREEMENT (this “Release”), dated as of August 22, 2014, is made and entered into by and between MVP Realty Advisors, LLC (the “Advisor”) and MVP REIT, Inc. (the “Company”).
PURCHASE AND SALE AGREEMENT Property Commonly Known as 814 Taylor Street and 811 Lamar Street, Fort Worth, TXPurchase and Sale Agreement • March 5th, 2015 • MVP REIT, Inc. • Real estate investment trusts
PURCHASE AGREEMENTPurchase Agreement • May 7th, 2013 • MVP REIT, Inc. • Real estate investment trusts • California
This PURCHASE AGREEMENT (“Agreement”) dated as of this 29 day of April, 2013, by and among MVP REIT, INC, a Maryland corporation or its assignee (the “Buyer”) GENET CHAVEZ GOMEZ EP PROP TRUST (06/16/06) (the “Trust”), GENET CHAVEZ GOMEZ, an individual (“Gomez”), PAT CHAVEZ-PRESTON, an individual (“Preston") and SUNRISE AIRPORT PARKING, INC., d/b/a Sunrise Airport Parking, a California corporation (the “Company”, together with the Trust, Gomez and Preston hereinafter referred to as “Seller”). Buyer and Seller are collectively referred to as the “Parties”.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 5th, 2015 • MVP REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Second Amendment”) is dated and effective as of January 30, 2015, and constitutes an amendment to that certain Purchase and Sale Agreement effective as of November 21, 2014 (the “Original Agreement”), and that certain First Amendment to Purchase and Sale Agreement dated as of January 9, 2015 (“First Amendment”), by and between MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company (“Buyer”), and LAZ/LA VI THE, L.P., a Delaware limited partnership (“Seller”).
IRREVOCABLE WAIVERIrrevocable Waiver • September 16th, 2014 • MVP REIT, Inc. • Real estate investment trusts
This IRREVOCABLE WAIVER (this “Waiver”), dated as of September 12, 2014, is made and entered into by MVP Realty Advisors, LLC (the “Advisor”) in favor of MVP REIT, Inc. (the “Company”).
IRREVOCABLE WAIVERIrrevocable Waiver • December 26th, 2013 • MVP REIT, Inc. • Real estate investment trusts
This IRREVOCABLE WAIVER (this “Waiver”), dated as of December 20, 2013, is made and entered into by MVP Realty Advisors, LLC (the “Advisor”) in favor of MVP REIT, Inc. (the “Company”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 5th, 2015 • MVP REIT, Inc. • Real estate investment trusts
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is dated and effective as of February 27, 2015, and constitutes an amendment to that certain Purchase and Sale Agreement effective as of November 21, 2014 (the “Original Agreement”), that certain First Amendment to Purchase and Sale Agreement dated as of January 9, 2015 (“First Amendment”) and that certain Second Amendment to Purchaser and Sale Agreement dated January 30, 2015, by and between MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company (“Buyer”), and LAZ/LA VI THE, L.P., a Delaware limited partnership (“Seller”).
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTAdvisory Agreement • November 22nd, 2013 • MVP REIT, Inc. • Real estate investment trusts • Nevada
THIS AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT (this “Amendment”), dated as of November 21, 2013, is entered into by and between MVP REIT, Inc., formerly MVP Monthly Income Realty Trust, Inc., a Maryland corporation (the “Company”), and MVP Realty Advisor, LLC, a Nevada limited liability company (the “Advisor” and collectively, the “Parties”).
SOURCE CAPITAL GROUP, INC. AMENDMENT TO SELLING AGREEMENT September 17, 2012Selling Agreement • September 18th, 2012 • MVP REIT, Inc. • Real estate investment trusts
MVP REIT, Inc. (the “Company”) and Source Capital Group, Inc. (the “Selling Agent”) hereby enter into this Amendment (the “Amendment”) to the Selling Agreement, dated as of June 11, 2012, between the Company and the Selling Agent (the “Selling Agreement”), to amend the Selling Agreement as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 14th, 2013 • MVP REIT, Inc. • Real estate investment trusts • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) dated as of this ____ day of July, 2013, by and among MVP REIT, INC., a Maryland corporation or its assignee (the “Buyer”) on one hand, and SERE HOLDINGS, LLC, (“Seller”, and Buyer and Seller are collectively referred to as the “Parties”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 5th, 2015 • MVP REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and effective as of January 9, 2015, and constitutes an amendment to that certain Purchase and Sale Agreement effective as of November 21, 2014 (the “Original Agreement”), by and between MVP FORT WORTH TAYLOR, LLC, a Nevada limited liability company (“Buyer”), and LAZ/LA VI THE, L.P., a Delaware limited partnership (“Seller”).
ASHTON GARNETT SECURITIES, LLC AMENDMENT TO SELLING AGREEMENT September 17, 2012Selling Agreement • September 18th, 2012 • MVP REIT, Inc. • Real estate investment trusts
MVP REIT, Inc. (the “Company”) and Ashton Garnett Securities, LLC (the “Selling Agent”) hereby enter into this Amendment (the “Amendment”) to the Selling Agreement, dated as of July 16, 2012, between the Company and the Selling Agent (the “Selling Agreement”), to amend the Selling Agreement as follows:
PERSONAL & CONFIDENTIAL Mr. Steven E. Reed Re: Letter Agreement for Employment of Steve Reed Dear Mr. Reed:Employment Agreement • May 9th, 2014 • MVP REIT, Inc. • Real estate investment trusts • Nevada
The purpose of this Letter Agreement (“Letter Agreement”) is to memorialize the agreement for employment of you (“Reed”) by MVP Realty Advisors, LLC, a Nevada limited liability company (“MVP”).. This Letter Agreement shall be binding and effective as of the date of the last execution or May 5, 2014, whichever occurs later (the “Effective Date”)
FORM OF ADVISORY AGREEMENT BETWEEN MVP MONTHLY INCOME REALTY TRUST, INC. AND MVP REALTY ADVISOR, LLCAdvisory Agreement • May 21st, 2012 • MVP Monthly Income Realty Trust, Inc. • Real estate investment trusts • Nevada
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2012 (the “Effective Date”), is entered into by and between MVP Monthly Income Realty Trust, Inc., a Maryland corporation (the “Company”) and MVP Realty Advisor, LLC, a Nevada limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
