FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between MVP REIT II, INC., a Maryland corporation (the “Company”), and (“Indemnitee”).
LOAN AGREEMENTLoan Agreement • January 12th, 2017 • MVP REIT II, Inc. • Real estate investment trusts
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MVP REIT II OPERATING PARTNERSHIP, LP a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),...Agreement of Limited Partnership • August 31st, 2021 • Parking REIT, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MVP REIT II OPERATING PARTNERSHIP, LP, dated as of August 26, 2021, is made and entered into by and among, The Parking REIT, Inc., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.
GUARANTYGuaranty • October 6th, 2016 • MVP REIT II, 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)
CREDIT AGREEMENT dated as of December 29, 2017 among MVP REIT II OPERATING PARTNERSHIP, LP, As Borrower and The Lenders Party Hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and KEYBANC CAPITAL MARKETS As Lead ArrangerCredit Agreement • January 5th, 2018 • Parking REIT, Inc. • Real estate investment trusts • New York
SUBSCRIPTION AGREEMENT December 13, 2022Subscription Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
MVP AMERICAN SECURITIES, LLC AMENDED AND RESTATED SELLING AGREEMENT October 5, 2015Selling Agreement • October 6th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • New York
MVP REIT II, 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, 2016. MVP Capital Partners II, LLC, a Nevada limited liability company, serves as the Company’s sponsor (the “Sponsor”).The Company proposes to offer (a) up to $500,000,000 in shares of its common stock, $0.0001 par value per share (the “Shares”), for a purchase price of $25.00 per Share, in the primary offering (the “Primary Offering”), and (b) up to $50,000,000 in Shares for a purchase price of $25.00 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 the right to (i) change the offering price per share in the Offering, including th
AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN MVP REIT II, INC., MVP REIT II OPERATING PARTNERSHIP, LP, AND MVP REALTY ADVISORS, LLCAdvisory Agreement • October 6th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of the 5th day of October, 2015 (this “Agreement”), is entered into by and between MVP REIT II, Inc., a Maryland corporation (the “Company”), MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and MVP Realty Advisors, LLC, a Nevada limited liability company (the “Advisor,” and together with the Company and the Operating Partnership, the “Parties”). This Agreement amends and restates in its entirety the Advisory Agreement dated September 22, 2015 entered into by and between the parties hereto. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
LOAN AGREEMENTLoan Agreement • December 6th, 2018 • Parking REIT, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • December 3rd, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Missouri
THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (this “Escrow Agreement”), dated as of November 30, 2015, is entered into by and among MVP REIT II, INC., a Maryland corporation (the “Company”), UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and MVP American Securities, LLC, a Delaware limited liability company, as affiliated selling agent for the Company (the “Affiliated Selling Agent,” and together with each selling agent that enters into a Selling Agreement with the Company, the “Selling Agents”). This Escrow Agreement amends and restates in its entirety the Amended and Restated Escrow Agreement dated October 5, 2015, entered into by and among the parties hereto.
LOCK-UP AGREEMENTLock-Up Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2022 by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, “Parent”), (ii) Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
Fifth Wall Acquisition Corp. III Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 11th, 2023 • Mobile Infrastructure Corp • Real estate investment trusts
This letter (this “Amended and Restated Letter Agreement”) amends and restates that certain letter agreement dated as of May 24, 2021 (the “Original Letter Agreement”) delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and BofA Securities, Inc. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s shares (the “Shares”) of Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”), including up to 3,750,000 Shares that may be purchased to cover over-allotments, if any. The Shares were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
LIMITED PARTNERSHIP AGREEMENT OF MVP REIT II OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP September 22, 2015Limited Partnership Agreement • September 24th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this 22nd day of September, 2015, between MVP REIT II, Inc., a Maryland corporation, as the General Partner, and MVP REIT II Holdings, LLC, a Delaware limited liability company, as the Initial Limited Partner. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • March 23rd, 2023 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of March 23, 2023, is entered into by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and HSCP Strategic III, L.P., a Delaware limited partnership (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
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 II, 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
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERMerger Agreement • September 27th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of this 26th day of September, 2022, by and between Mobile Infrastructure Corporation, a Maryland corporation (“MIC”), and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”).
OPERATING AGREEMENT OF MVP BRIDGEPORT FAIRFIELD GARAGE, LLC a Delaware limited- liability companyOperating Agreement • April 6th, 2016 • MVP REIT II, Inc. • Real estate investment trusts • Delaware
This Operating Agreement (the “Agreement”) is made and entered into and, effective as of this 22nd day of February, 2016, by MVP REAL ESTATE HOLDINGS, LLC, a Nevada limited-liability company and MVP REIT II OPERATING PARTNERSHIP, LP a Delaware limited partnership (hereinafter referred to as “Members”), and MVP BRIDGEPORT FAIRFIELD GARAGE, LLC a Delaware limited-liability company (hereinafter referred to as the “LLC” or the “Company”).
EQUITY INTERESTS PLEDGE AND SECURITY AGREEMENTEquity Interests Pledge and Security Agreement • October 6th, 2016 • MVP REIT II, Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2019 • Parking REIT, Inc. • Real estate investment trusts • Nevada
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of March 29, 2019 and effective as of the Employment Effective Date (as defined below) by and between The Parking REIT, Inc., (the "Company"), and Daniel Huberty ("Employee").
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2021 • Parking REIT, Inc. • Real estate investment trusts • Maryland
THIS AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 2, 2021 and effective as of November 2, 2021, by and among The Parking REIT, Inc., a Maryland corporation (the “REIT”), and the Holders (as defined below), for the benefit of the Holders and the REIT. Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 8th, 2016 • MVP REIT II, 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".
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Ohio
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of August 23, 2022 (the “Amendment Effective Date”) among Mobile Infrastructure Corporation, a Maryland corporation formerly known as The Parking REIT, Inc. (the “Company”), Mobile Infra Operating Partnership, L.P., a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, LP (the “Operating Partnership”), and Manuel Chavez (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Agreement (as hereinafter defined).
Form of WarrantWarrant Agreement • May 15th, 2017 • MVP REIT II, Inc. • Real estate investment trusts • Nevada
This warrant (the "Warrant") certifies that [●] (sometimes herein called the "Holder") is entitled to purchase from MVP REIT II, Inc., a Maryland corporation (the "Company"), up to [●]1 shares of common stock, par value $0.0001 per share, of the Company (the "Shares"), following the occurrence of either (i) the listing of the Company's common stock (the "Common Stock") on a national securities exchange or (ii) a merger, sale of all or substantially all of the Company's assets or another transaction, in which the Company's common stockholders will receive common stock that is listed on a national securities exchange, or options or warrants to acquire common stock that is listed on a national securities exchange, in exchange for their existing Company common shares, options and warrants, as applicable (each a "Listing Event"), at a purchase price, per share, equal to 110% of the VWAP during the 20 Trading Days ending on the 90th day after the occurrence of a Listing Event; however, in no
AMENDED AND RESTATED SPONSOR AGREEMENTSponsor Agreement • May 11th, 2023 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This AMENDED AND RESTATED SPONSOR AGREEMENT (this “Agreement” or the “Amended and Restated Sponsor Agreement”), dated as of May 11, 2023, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), each of the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, a “Holder”), and Mobile Infrastructure Corporation, a Maryland corporation (the “Company”). Sponsor, Acquiror, each Holder and the Company shall be referred to herein from time to time as the “Parties”.
TERMINATION AND FEE AGREEMENTTermination and Fee Agreement • May 31st, 2017 • MVP REIT II, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2021 • Parking REIT, Inc. • Real estate investment trusts • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 25, 2021 and effective as of the Employment Effective Date (as defined below), is entered into by and between THE PARKING REIT, INC., a Maryland corporation (the “REIT”), MVP REIT II OPERATING PARTNERSHIP, LP, a Maryland limited partnership (the “OP”, and together with the REIT, the “Company”), and MANUEL CHAVEZ (“Executive”).
PROMISSORY NOTEPromissory Note • October 6th, 2016 • MVP REIT II, 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 II, Inc. • Real estate investment trusts • New York
MVP AMERICAN SECURITIES, LLC LEAD PLACEMENT AGENT AGREEMENTLead Placement Agent Agreement • November 2nd, 2016 • MVP REIT II, Inc. • Real estate investment trusts • New York
MVP REIT II, Inc. (the "Company") is a Maryland corporation that has elected to be taxed as a real estate investment trust (a "REIT") for federal income tax purposes. MVP Capital Partners II, LLC, a Nevada limited liability company, serves as the Company's sponsor (the "Sponsor").
THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTSLoan Agreement • March 30th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this “Third Amendment”) is made and entered into as of this 8th day of December, 2021, by and among (A) (i) MVP HAWAII MARKS GARAGE, LLC, a Delaware limited liability company (“MVP Hawaii”), (ii) MVP INDIANAPOLIS CITY PARK GARAGE, LLC, a Delaware limited liability company (“MVP City Park”), (iii) MVP INDIANAPOLIS WASHINGTON STREET LOT, LLC, a Delaware limited liability company (“MVP Washington Street”), (iv) MVP NEW ORLEANS RAMPART, LLC, a Delaware limited liability company (“MVP New Orleans”), (v) MVP RAIDER PARK GARAGE, LLC, a Delaware limited liability company (“MVP Raider Park”), and (vi) MVP MILWAUKEE WELLS LLC, a Nevada limited-liability company (“MVP Milwaukee”; each of MVP Hawaii, MVP City Park, MVP Washington Street, MVP New Orleans, MVP Raider Park and MVP Milwaukee are, together with their respective permitted successors and assigns, a “Borrower” and collectively, “Borrowers”), (B) MOBILE INFRASTRUCTURE CORPORATION,
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 6th, 2016 • MVP REIT II, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and effective as of March 18, 2016, and constitutes an amendment to that certain Purchase and Sale Agreement effective as of February 19, 2016 (the “Original Agreement’’), by and between FAIRFIELD AVENUE PARKING CORPORATION (“Seller”), a Connecticut corporation, and MVP BRIDGEPORT FAIRFIELD GARAGE, LLC (“Buyer”), a Delaware limited liability company.
CONTRIBUTION AGREEMENTContribution Agreement • April 3rd, 2019 • Parking REIT, Inc. • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (this "Agreement") is executed as of March 29, 2019 and effective as of April 1, 2019 (the "Effective Date") by and among THE PARKING REIT, INC., a Maryland corporation (the "REIT" or the "Company"), MVP REALTY ADVISORS, LLC, DBA THE PARKING REIT ADVISORS, a Delaware limited liability company ("REIT Manager"), VESTIN REALTY MORTGAGE I, INC., a Maryland corporation ("VRTA") (solely for purposes of Section 1.01(c) hereof), VESTIN REALTY MORTGAGE II, INC., a Maryland corporation ("VRTB") (solely for purposes of Section 1.01(c) hereof) and MICHAEL V. SHUSTEK, an individual ("Shustek") (solely for purposes of Section 4.03 hereof). Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MVP REIT II OPERATING PARTNERSHIP, LP a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • November 4th, 2021 • Parking REIT, Inc. • Real estate investment trusts • Maryland
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MVP REIT II OPERATING PARTNERSHIP, LP, dated as of November 2, 2021, is made and entered into by and among, The Parking REIT, Inc., a Maryland corporation, as the General Partner and the Persons from time to time party hereto, as limited partners.
CLASS A UNIT AGREEMENT MVP REIT II OPERATING PARTNERSHIP, L.P. and HSCP STRATEGIC III, L.P. CLASS A UNIT AGREEMENT Dated as of November 2, 2021Class a Unit Agreement • November 4th, 2021 • Parking REIT, Inc. • Real estate investment trusts • Maryland
THIS CLASS A UNIT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and between MVP REIT II Operating Partnership, L.P., a Maryland limited partnership (the “Company”), and HSCP Strategic III, L.P., a Delaware limited partnership (the “Purchaser”).
SPONSOR AGREEMENTSponsor Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This SPONSOR AGREEMENT (this “Agreement” or the “Sponsor Agreement”), dated as of December 13, 2022, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), each of the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, a “Holder”), and Mobile Infrastructure Corporation, a Maryland corporation (the “Company”). Sponsor, Acquiror, each Holder and the Company shall be referred to herein from time to time as the “Parties”.
