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, 2017Agreement and Plan of Merger • 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
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).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG MVP REIT II, INC., MVP REIT II OPERATING PARTNERSHIP, LP, AND MVP REALTY ADVISORS, LLCAdvisory Agreement • May 31st, 2017 • MVP REIT II, Inc. • Real estate investment trusts • Maryland
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of May 26, 2017 (this "Agreement"), is entered into by and among 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 Delaware 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 Amended and Restated Advisory Agreement dated October 5, 2015 entered into by and among the parties hereto (the "Original Agreement"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
