THE PARKING REIT, INC.,

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

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oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

MVP REIT II, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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MVP REIT II, INC.
88809130 West SunsetPost Road, Suite 340
200 Las Vegas, NevadaNV 89148

August 15, 2017


November 17, 2020
Dear Stockholder:

Fellow Stockholders:


On behalf of the Board of Directors, or the Board, of MVPThe Parking REIT, II, Inc., a Maryland corporation, or the Company, I invite you to attend the 2017 annual meeting2020 Annual Meeting of stockholders,Stockholders, or the Annual Meeting, of the Company. The meetingAnnual Meeting will be held on September 27, 2017,December 28, 2020, commencing at 9:00 a.m. local time, Eastern Time. The Annual Meeting is currently scheduled to be held at Red Rock Casino & Resort, Veranda Ethe offices of Venable LLP, located at 11011 West Charleston Blvd.750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID- 19), Las Vegas, Nevada 89135.

The accompanying notice ofwe are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and proxy statement containdetails on how to participate will be set forth in a description of the formal business to be acted upon by the stockholders. It is important that your shares be represented at the meeting regardless of the size of your holdings. ACCORDINGLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON, I URGE YOU TO AUTHORIZE YOUR PROXY AS SOON AS POSSIBLE. YOUR VOTE IS VERY IMPORTANT. You may do this by authorizing your proxy via the internet or by completing, signing and dating the enclosed proxy card and returning it promptly by fax or in the postage pre-paid envelope provided. If you attend the meeting, you may, if you wish, revoke your proxy and vote your shares in person.

Merger and Potential Exchange Listing

As we have previously disclosed, the Company, MVP REIT, Inc., a Maryland corporation, or MVP I, MVP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, or Merger Sub, and MVP Realty Advisors, LLC, a Delaware limited liability company, entered into a definitive merger agreement on May 26, 2017, or the “merger agreement,” pursuant to which MVP I will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity. We refer to this transaction throughout this proxy statement as the “merger” and the organization surviving the merger as the “combined company,” The merger agreement was negotiated on behalf of MVP I by an independent special committee of MVP I’s board of directors and on behalf of the Company by an independent special committee of the Company’s board of directors. Each special committee recommended approval of the merger and merger agreement to its respective board of directors, each of which subsequently approved the merger and merger agreement.

Pursuant to the terms of the merger agreement, subject to the receipt of necessary approvals and satisfaction or waiver of other conditions, the merger consideration payablepress release issued by the Company to each holder of common stock, $0.001 par value per share, of MVP I, would be 0.365 shares of common stock, $0.0001 par value per share, of the Company, plus cash in lieu of fractional shares. The merger and a related amendment to the charter of MVP I are subject to the approval of MVP I’s stockholders but are not subject to the approval of the Company’s stockholders.

One of the reasons the boards of directors of the Company and MVP I approved the merger is that the increased size and scale provided by the merger is expected to enhance the combined company’s ability to list its shares of common stock on a national securities exchange.

Amendment of Our Charter

At this meeting,available at www.TheParkingREIT.com where you are being asked to approve, among other matters, the amendment and restatement of our charter as set forth in the Articles of Amendment and Restatement, or the Amended Charter, a copy of which is attached to the proxy statement as Appendix A. The Amended Charter is primarily intended to accomplish two objectives in connection with the possible listing of our common stock after the closing of the merger: (1) to remove provisions of our charter that we believe may unnecessarily restrict our ability to take advantage of further opportunities for liquidity events or are redundant with or otherwise addressed or permitted to be addressed under Maryland law and (2) to amend certain provisions in a manner that we believe would be more suitable for becoming a publicly-traded REIT. The amendments that we are proposing to accomplish these objectives are described in more detail in the attached proxy statement.

We believe the Amended Charter will also more closely align our charterfind information on how to those of our peers with publicly listed securities. Currently, our charter includes provisions and restrictions that are required by state securities administrators in order for us to publicly offer shares of our stock without having it listed on a national securities

attend the virtual meeting.


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exchange. Once our common stock is listed on a national securities exchange, these provisions and restrictions will no longer be required and, in some cases, if retained, would place restrictions on our activities that could put us at a competitive disadvantage compared to our peers with publicly listed securities.

We believe thatAt the Amended Charter proposed in the accompanying proxy statement will enhance the opportunity for and impact of strategies designed to improve liquidity for our stockholders, including a listing on a national securities exchange. We believe that it is in the best interests of the Company and its stockholders to approve the amendment and restatement of our charter as set forth in the Amended Charter and Proposals 1 through 7, and that amending and restating our charter as set forth in the Amended Charter is important to our ability to provide liquidity and long-term value to our stockholders.

The Board unanimously (with the exception of the members of the Board who are also members of the MVP I Board, each of whom abstained) recommends that the stockholders vote FOR the approval of the amendment and restatement of our charter as set forth in the Amended Charter by voting FOR each of Proposals 1 through 7.

Approvals Required

The affirmative vote of the holders of at least a majority of all outstanding shares of our common stock, voting either in person or by proxy,Annual Meeting, you will be required to approve each of Proposals 1 through 7. Approval of each of Proposals 1 through 7 is conditioned on approval of every other of Proposals 1 through 7. This means for the Amended Charter to be approved and implemented, holders of a majority of our outstanding shares of common stock must vote “FOR” each of Proposals 1 through 7.

Other Matters

Election of Directors;
Ratification of Appointment of Independent Registered Public Accounting Firm;
Adjournment

At this meeting, you are also being asked to consider and vote on:

upon:

the election of each of thefour nominees named in this proxy statement as directorsfor director, with each to serve on the Company’s Board until the next annual meeting of stockholders and until their successors arehis successor is duly elected and qualify (“Proposal 8”);qualifies;

the ratification of the appointment of RSM USRBSM LLP (“RSM”) as the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2017 (“Proposal 9”);2020; and
a proposal to adjourn
such other matters as may properly come before the Annual Meeting if necessary, to solicit additional proxies in favorand any postponement or adjournment thereof.

The Board has fixed the close of business on November 13, 2020 as the foregoing proposals if there are not sufficient votesrecord date for the proposals (“Proposal 10”).

Approvals Required

The affirmative votedetermination of the holders of a majority of the shares of our common stockstockholders entitled to vote who are present in person or by proxy at the Annual Meeting is required to approve Proposal 8 to elect each of the nominees named in this proxy statement as directors. The affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting is required to approve Proposal 9 to ratify the appointment of RSM as the Company’s independent public accounting firm for the fiscal year ending December 31, 2017 and Proposal 10 to adjourn the Annual Meeting. Abstentions and broker non-votes, if any, will have the effect of a vote against Proposal 8. Abstentions and broker non-votes, if any will have no effect on Proposal 9 or on Proposal 10.

Conclusion

The accompanying notice of, the annual meeting of stockholders and the proxy statement contain a description of the formal business to be acted upon by the stockholders at the Annual Meeting. At the Annual Meeting, you will be entitled to vote on Proposals 1 through 7 regarding the amendment and restatement of our charter as set forth in the Amended Charter, Proposal 8 on the election of directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualify, Proposal 9 regarding the appointment of RSM as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017 and

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Proposal 10 to adjourn the Annual Meeting, if necessary. As to any other business that may properly come beforeat, the Annual Meeting or any postponement or adjournment thereof, the persons named as proxythereof. Record holders on your proxy card will vote theof shares of our common stock represented by properly submitted proxies in their discretion.

REGARDLESS OF THE SIZE OF YOUR HOLDINGS, IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. ACCORDINGLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON, WE URGE YOU TO AUTHORIZE YOUR PROXY AS SOON AS POSSIBLE.

at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.


For further information regarding the matters to be considered and acted upon at the Annual Meeting, we urge you to carefully read the accompanying Proxy Statement. We make proxy materials available to our stockholders on the internet. You can access proxy materials at https://www.proxy-direct.com/tpr-31791. You also may authorize your proxy by completing, signing and dating the enclosed proxy card and returning it as soon as possible in the postage pre-paid envelope provided. You may also authorize a proxy via the internet or by telephone as described inby following the attached proxy statement. Submittinginstructions on that website. In order to authorize your proxy card or authorizing a proxy via the internet telephone or by mailtelephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Internet Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included in the notice. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously have submitted your proxy.

All stockholders are cordially invited to attend the Annual Meeting. In light of the COVID-19 pandemic, admission to the Annual Meeting will be by ticket only. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Questions and Answers About the Annual Meeting —How Do I Attend the Annual Meeting?” beginning on page 2. If you do not provide an admission ticket, you will not be admitted to the Annual Meeting. In addition, all attendees will be required to comply with federal, state, and local government directives, including social distancing requirements and wearing face coverings. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

Whether or not you plan to attend, please authorize a proxy to vote your shares by one of the methods described in the accompanying Proxy Statement. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be authorized appropriately to ensure that all of your shares will be representedvoted. You may revoke your proxy at any time prior to the meeting and voted in accordance with your wishes.Annual Meeting. If you attend the meeting, you may, if you wish, revokeAnnual


Meeting in person and vote by ballot, your proxy will be revoked automatically and only your vote your shares in person.

person at the Annual Meeting will be counted. Attendance alone is not sufficient to revoke a previously authorized proxy.


We encourage you to read the accompanying materials carefully and thank you in advance for your continued support.


Sincerely,
Michael V. Shustek
Chairman and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 28, 2020 THIS PROXY STATEMENT AND OUR 2020 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT https://www.proxy-direct.com/tpr-31791.
Sincerely,
 
Michael V. Shustek
Chairman, Chief Executive Officer, President and Secretary

The accompanying notice, proxy statementProxy Statement and form of proxy are first being mailed or otherwise distributed to our stockholders on or about August 21, 2017.

November 17, 2020.


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THE PARKING REIT, INC.,

MVP REIT II, INC.
NOTICE OF 20172020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 27, 2017

To Our Stockholders:

DECEMBER 28, 2020 TO THE STOCKHOLDERS OF THE PARKING REIT, INC.:


NOTICE IS HEREBY GIVEN that the 2017 annual meeting2020 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of MVPThe Parking REIT, II, Inc., a Maryland corporation (the “Company,” “we,” or “us”“Company”), will be held on September 27, 2017,December 28, 2020, at 9:00 a.m. local time, Eastern Time, at Red Rock Casino & Resort, Veranda E,the offices of Venable LLP, located at 11011 West Charleston Blvd., Las Vegas, Nevada 89135 (the “Annual Meeting”). The purposes of the meeting are to consider and vote upon750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, for the following proposals:

Proposal 1: A proposal to approve amendments to our charter to remove or revise certain provisions relating to our stock and stockholders;purposes, as more fully described in the Proxy Statement accompanying this notice:

Proposal 2: A proposal to approve amendments to our charter to remove or revise certain provisions relating to the Board;
1.To consider and vote upon the election of four nominees for director, with each to serve on the Board of Directors of the Company (the “Board of Directors”) until the next annual meeting of stockholders and until his successor is duly elected and qualifies;
2.To consider and vote upon the ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020; and
Proposal 3: A proposal to approve amendments to our charter to remove or revise certain provisions relating to the conduct of our business that limit or regulate certain of our powers;
3.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Proposal 4: A proposal to approve an amendment to our charter to remove the majority voting standard for the election of directors and implement the default plurality voting standard under the Maryland General Corporation Law;
Proposal 5: A proposal to approve amendments to our charter to remove or revise certain provisions with respect to stockholder meeting requests, meetings, rights to access information and voting rights;
Proposal 6: A proposal to amend the date by which holders of Series A Convertible Redeemable Preferred Stock must provide notice of conversion from the day immediately preceding the first anniversary of the issuance of such shares to December 31, 2017;
Proposal 7: A proposal to approve amendments to our charter to effectuate certain ministerial modifications, clarifications and conforming changes to, and the restatement of, our charter;
Proposal 8: A proposal to elect each of the nominees named in this proxy statement as directors to serve on the Company’s Board until the next annual meeting of stockholders and until their successors are duly elected and qualify;
Proposal 9: A proposal to ratify the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
Proposal 10: A proposal to adjournWhile the Annual Meeting if necessary,is currently scheduled to solicit additional proxies in favorbe held at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, the foregoing proposals if there are not sufficient votesCompany is taking precautions regarding the coronavirus disease 2019 (COVID-19) and planning for the proposals.possibility that the Annual Meeting may be held solely by means of remote communication. If the Company takes this step, it will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.

Stockholders

The Board of record atDirectors has fixed the close of business on August 11, 2017 areNovember 13, 2020, as the record date for the determination of the common stockholders entitled to notice of, and to vote at, the Annual Meeting. AsMeeting and any postponement or adjournment thereof. Only those common stockholders of record of the Company as of the close of business on the record date there were 2,580,364 shares of common stock, $0.0001 par value per share, of the Company, issued and outstanding and entitled to vote. Holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are entitled to notice of, but notwill be entitled to vote at the Annual Meeting. As to any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof,thereof.

By Order of the persons named asBoard of Directors,
Michael V. Shustek
Chairman, Chief Executive Officer and Secretary


November 17, 2020

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THE PARKING REIT, INC.,
9130 West Post Road, Suite 200 Las Vegas, NV 89148
(702) 534-5577

PROXY STATEMENT FOR
2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 28, 2020

The accompanying proxy holdersis solicited on your proxy card will votebehalf of the sharesBoard of common stock represented by properly submitted proxies in their discretion.

A proxy statement and proxy card accompany this notice.

We hopeDirectors (the “Board” or “Board of Directors”) of The Parking REIT, Inc., a Maryland corporation (the “Company”), for exercise at our 2020 Annual Meeting of Stockholders (the “meeting” or “Annual Meeting”) to have the maximum number of shares of common stock present in person or by proxybe held on December 28, 2020 at 9:00 a.m., Eastern Time, at the Annual Meeting. To assure your representationoffices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of 2020 Annual Meeting pleaseof Stockholders. In this Proxy Statement, unless the context requires otherwise, “we,” “us,” or “our” refer to the Company.


Please authorize a proxy to vote your shares of common stock by completing, signing, dating and mailingone of the enclosed proxy card. You may also authorize your proxy via the internet, telephone or mail asmethods described in the attached proxy statement. YOUR COOPERATION IN PROMPTLY AUTHORIZING YOUR PROXY WILL BE VERY MUCH APPRECIATED. For specific instructions, please refer to the instructions on the proxy card.

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You may use the enclosed envelope which requires no further postage, if mailed in the United States, to return your proxy. If you attend the meeting, you may revoke your proxy and vote in person, if you desire.

By Order of the Board of Directors
 
Michael V. Shustek
Chairman, Chief Executive Officer, President and Secretary

Las Vegas, Nevada
August 15, 2017

PLEASE VOTE – YOUR VOTE IS IMPORTANT

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MVP REIT II, INC.
8880 West Sunset Road, Suite 340
Las Vegas, Nevada 89148

PROXY STATEMENT
FOR 2017 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 27, 2017

Our Board of Directors, or the Board, is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 2017 annual meeting of stockholders to be held on September 27, 2017 at 9:00 a.m. local time at Red Rock Casino & Resort, Veranda E, located at 11011 West Charleston Blvd., Las Vegas, Nevada 89135, and at any and all postponements or adjournments thereof, which we refer to as the Annual Meeting. We encourage your participation in the voting at the Annual Meeting and solicit your support on the proposals to be presented.

Proxy Statement. This proxy statement andProxy Statement, the accompanying proxy card and other proxy material are first being mailedmade available to stockholdersyou on or about August 21, 2017.

Unless the context otherwise requires, all references to the “Company,” “MVP II,” “our,” “we” and “us” in this proxy statement relate to MVP REIT II, Inc., a Maryland corporation. The mailing address of our principal executive offices is 8880 West Sunset Road, Suite 340, Las Vegas, Nevada 89148 and our telephone number is (702) 534-5577.

STOCKHOLDERS ARE URGED TO READ AND CONSIDER CAREFULLY THE INFORMATION CONTAINED IN THIS PROXY STATEMENT.

November 17, 2020.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING TO BE HELD ON SEPTEMBER 27, 2017.

OF STOCKHOLDERS


We are furnishing our proxy materials to our common stockholders over the Internet in accordance with the Securities and Exchange Commission (“SEC”) rules. The proxy statementmaterials include the Notice of 2020 Annual Meeting of Stockholders, this Proxy Statement, the accompanying proxy card and the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The proxy materials will be available on the Internet at ttps://www.proxy-direct.com/tpr-31791 (common stockholders will need to enter their control number reflected on the notice regarding the internet availability of proxy materials that they receive). Common stockholders will not receive printed copies of the proxy materials unless they request written copies of such materials. A Notice of Internet Availability of Proxy Materials (the “Notice”) is available at https://www.proxy-direct.com/mvp-29157.

being mailed to each of our common stockholders of record as of the close of business on the Record Date (as defined below) with instructions on how to access and review the proxy materials on the Internet, how to authorize a proxy through the Internet, by telephone or through the mail as well as how to request printed copies of the proxy materials.


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PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND RELATED MATTERS


We are providing you with this proxy statement,Proxy Statement, which contains information about the proposals to be considered and voted upon at our Annual Meeting. To make this information easier to understand, we have presented some of the information below in a question and answer format. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement and the appendix to this proxy statement.Proxy Statement. See also, “Where Can I Find More Information About the Company?”


Q.When and where is the Annual Meeting?

A. The Annual Meeting is currently scheduled to be held on December 28, 2020 at 9:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.

Q.How do I attend the Annual Meeting?

A. If you plan to attend the Annual Meeting, you must register in advance by no later than December 10, 2020 and follow these instructions to gain admission. Attendance at the Annual Meeting is limited to stockholders as of the close of business on the Record Date or their authorized proxy holders or representatives. Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, and electronic devices will not be allowed in the meeting room. To gain admission to an in-person Annual Meeting, you must present an admission ticket and valid, government-issued picture identification, such as a driver’s license or passport.

If you are a stockholder of record as of the close of business on the Record Date and intend to attend the meeting or appoint another individual as a proxy holder or authorized named representative to attend the Annual Meeting on your behalf, or you are a beneficial owner as of the close of business on the Record Date, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at The Parking REIT, Inc., 9130 W. Post Road, Suite 200, Las Vegas, Nevada 89148, by fax to (702) 534-5578 and by email to IRProxy@TheParkingREIT.com. Each stockholder may appoint only one proxy holder or authorized representative to attend the meeting on his, her or its behalf. Requests for record holders to attend the Annual Meeting or for authorized proxy holders or named representatives to attend the Annual Meeting must be received by no later than December 10, 2020. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you are the record owner of your shares of common stock of the Company as of the close of business on the Record Date or, if you are a beneficial owner, a brokerage statement reflecting your ownership of shares of common stock as of the close of business on the Record Date; (iii) a signed authorization appointing such individual to be your authorized named representative at the Annual Meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares of common stock of the Company at the Annual Meeting.

We reserve the right to deny entry to the Annual Meeting if the above conditions are not satisfied.

ALL ATTENDEES WILL BE REQUIRED TO COMPLY WITH FEDERAL, STATE, AND LOCAL GOVERNMENT DIRECTIVES, INCLUDING SOCIAL DISTANCING REQUIREMENTS AND WEARING FACE COVERINGS, AS WELL AS ANY REQUIREMENTS SET FORTH BY THE PROPERTY MANAGER OF THE BUILDING WHERE WE ARE HOLDING THE ANNUAL MEETING. ANYONE WHO HAS TESTED POSITIVE FOR COVID-19, EXHIBITS CENTERS FOR DISEASE CONTROL-DEFINED SYMPTOMS, HAS KNOWINGLY BEEN EXPOSED TO COVID-19, HAS TRAVELLED INTERNATIONALLY OR HAS BEEN ADVISED BY A MEDICAL PROFESSIONAL OR HEALTH AGENCY TO SELF-ISOLATE OR QUARANTINE ON OR AFTER DECEMBER 2, 2020 MAY NOT ATTEND THE ANNUAL MEETING IN PERSON.

Q.How do I vote or authorize a proxy to vote my shares at the Annual Meeting?

Q.When and where is the Annual Meeting?
A.The Annual Meeting will be held on September 27, 2017 at 9:00 a.m. local time at Red Rock Casino & Resort, Veranda E, located at 11011 West Charleston Blvd., Las Vegas, Nevada 89135.
Q.How do I vote or authorize a proxy to vote my shares at the Annual Meeting?
A.You may authorize a proxy to vote your shares in the following manner:
Authorizing
Authorize a Proxy by Mail —- Stockholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope.
Authorizing
Authorize a Proxy by Telephone —- Stockholders may authorize a proxy by calling 1-800-337-3503 and following the instructions provided.

•Authorizing a Proxy by Internet — Stockholders may authorize a proxy by completing the electronic proxy card at https://www.proxy-direct.com.
Authorize a Proxy by Internet - Stockholders may authorize a proxy by completing the electronic proxy card at www.proxy-direct.com.


In addition, you may vote in person at the Annual Meeting. Stockholders of record as of the close of business on the Record Date may vote in person at the Annual Meeting. Written ballots will be passed out to those stockholders who want to voteprovided at the Annual Meeting.

All stockholders must present a form of personal identification in order to be admitted to the Annual Meeting. NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS, BRIEFCASES OR PACKAGES WILL BE PERMITTED AT THE ANNUAL MEETING.


If your shares are held by a bank, broker or other nominee (that is, in “street name”), you are considered the beneficial owner of your shares and you should refer to the instructions provided by your bank, broker or other nominee regarding how to vote. In addition, because a beneficial owner is not the stockholder of record, you may not vote shares held by a bank, broker or nominee in street name in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

As Obtaining a legal proxy may take several days.


Q.Why did you send me this Proxy Statement?

A. We sent you this Proxy Statement and the proxy card on behalf of the Board, which is soliciting a proxy from you to any othervote your shares at the Annual Meeting. This Proxy Statement contains information we are required to provide to you and is designed to assist you in voting your shares.

Q.Will my vote make a difference?

A. Yes. Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company.

Q.Who is entitled to vote?

A. All holders of common stock of record as of the close of business that may properly come beforeon November 13, 2020, the record date fixed by the Board for determining the holders of record of our common stock entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof,(the “Record Date”) are entitled to vote at the persons namedAnnual Meeting. The holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are not entitled to vote at the Annual Meeting.

Q.How many votes do I have?

A. Each of the outstanding shares of our common stock, as proxy holdersof the close of business on your proxy card willthe Record Date, is entitled to one vote for as many individuals as there are directors to be elected at the Annual Meeting and one vote on each of the other matters to be considered and voted upon at the Annual Meeting. On the Record Date, there were 7,327,696 shares of common stock represented by properly submitted proxiesissued and outstanding and entitled to vote at the Annual Meeting. Votes may not be cumulated in their discretion.

Q.Why did you send me this proxy statement?
A.We sent you this proxy statement and the proxy card on behalf of the Board, which is soliciting a proxy from you to vote your shares at the Annual Meeting. This proxy statement contains information we are required to provide to you, and is designed to assist you in voting your shares.
Q.Will my vote make a difference?
A.Yes. Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company.

PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES VIA THE INTERNET OR TELEPHONE OR BY COMPLETING, SIGNING AND DATING THE ACCOMPANYING PROXY CARD AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

the election of directors.


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Q.What am I voting on?

Q.Who is entitled to vote?
A.On or about August 21, 2017, we will begin mailing the proxy materials to all holders of common stock of record as of the close of business on August 11, 2017, the record date fixed by the Board for determining the holders of record of our common stock entitled to notice of and to vote at the Annual Meeting. The holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are not entitled to vote at the Annual Meeting, but such holders are entitled to, and will receive, notice of the Annual Meeting.
Q.How many votes do I have?
A.Each of the outstanding shares of our common stock, as of the close of business on the record date, is entitled to one vote for as many individuals as there are directors to be elected at the Annual Meeting and one vote on each of the other matters to be voted upon at the Annual Meeting. On the record date, there were 2,580,364 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.
Q.What am I voting on?
A.At the Annual Meeting, we will be asking you to consider and vote upon the following:

•the following series of proposals to approve the amendment and restatement of our charter as set forth in the Articles of Amendment and Restatement of our charter, or the Amended Charter, a copy of which is attached to this proxy statement as Appendix A:
The election of four nominees for director, with each to serve on the Board until the next annual meeting of stockholders and until his successor is duly elected and qualifies (“Proposal No. 1”).

The ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Proposal No. 2”).

Such other business as may properly come before the meeting or any postponement or adjournment thereof.

Q.What is the required vote for approval of each proposal?

A. Each proposal requires the following vote in order to be approved:


Proposal No. 1: A proposal to approve amendments toUnder our current charter to remove or revise certain provisions relating to our stock and stockholders;
Proposal 2: A proposal to approve amendments to our charter to remove or revise certain provisions relating tobylaws, and consistent with the Board;
Proposal 3: A proposal to approve amendments to our charter to remove or revise certain provisions relating torequirements of the conductNorth American Securities Administrators Association's Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 (the “NASAA REIT Guidelines”), the affirmative vote of the holders of a majority of the shares of our business that limitcommon stock entitled to vote who are present in person or regulate certain of our powers;
Proposal 4: A proposal to approve an amendment to our charter to removeby proxy at the majority voting standard for the election of directors and implement the default plurality voting standard under the Maryland General Corporation Law;
Proposal 5: A proposal to approve amendments to our charter to remove or revise certain provisions with respect to stockholder meeting requests, meetings, information and voting rights;
Proposal 6: A proposal to amend the date by which holders of Series A Convertible Redeemable Preferred Stock must provide notice of conversion from the day immediately preceding the first anniversary of the issuance of such share to December 31, 2017;
Proposal 7: A proposal to approve amendments to our charter to effectuate certain ministerial modifications, clarifications and conforming changes to, and the restatement of, our charter;
Proposal 8: A proposalAnnual Meeting is required to elect each of the nominees named in this proxy statement as directors to serve ona director. As a result, abstentions and broker non- votes, if any, will have the Company’s Board until the next annual meetingeffect of stockholders and until their successors are duly elected and qualify;
Proposal 9: A proposal to ratify the appointment of RSM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
Proposal 10: A proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for the proposals.
Q.What are our Board’s recommendations?
A.The Board unanimously (with the exception of the members of the Board who are also members of the MVP I Board, each of whom abstained with respect to Proposals 1 through 7) recommends a vote:
FOR Proposals 1 through 7 related to the amendment and restatement of our charter as set forth in the Amended Charter;

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FOR Proposal 8 to elect AGAINST each of the nominees named in Proposal No. 1.

Proposal No. 2: The affirmative vote of a majority of the votes cast by common stockholders present in person or by proxy at the meeting is required to approve this proxy statementproposal. For purposes of this vote, abstentions will not be counted as directors to servevotes cast and will have no effect on the Company’s Board until the next annual meeting of stockholders and until their successors are duly elected and qualify;
FOR Proposal 9 to ratify the appointment of RSM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; and
FOR Proposal 10 to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favorresult of the foregoing proposals if there arevote for this proposal. Broker non-votes will not sufficient votes for the proposals.
Q.Why does the Company intend to pursue an initial listing of our common stock following the closing of the merger?
A.Listing the Company’s common stock on a national securities exchange would provide our stockholders with greater access to liquidity with the flexibility to sell or retain shares based on public market value. For our stockholders, this represents the opportunity to achieve a liquidity event substantially earlier than was previously anticipated. Currently, our stockholders’ options for liquidity are very limited. In addition, as a listed company, we will have the opportunity to better access institutional investors and related capital sources.

There can be no assurance that we will successfully list our common stock on a national securities exchange or that, if we are successfularise in listing, an active trading market for shares of our common stock will develop and be sustained or that the price at which our common stockconnection with this proposal because brokers may trade following the listing will increase.

Q.What if the merger of MVP I with and into a wholly-owned subsidiary of the Company is not approved by the stockholders of MVP I or if the merger is not completed for any other reason?
A.If the merger is not approved by the MVP I common stockholders or if the merger is not completed for any other reason, each of MVP I and the Company will remain an independent company. Although the approval of Proposals 1 through 7 is not conditioned upon the approval of the merger, in the event that the merger is not completed, it is likely that the contemplated listing of the Company’s common stock will not occur and the Amended Charter will not be filed with the State Department of Assessments and Taxation of Maryland.
Q.What is the purpose of the amendments to our charter?
A.The proposed amendments to our charter are primarily intended to accomplish two objectives in connection with the possible listing of our common stock: (1) to remove provisions of our charter that we believe may unnecessarily restrict our ability to take advantage of further opportunities for liquidity events or are redundant with or otherwise addressed or permitted to be addressed under Maryland law and (2) to amend certain provisions in a manner that we believe would be more suitable for becoming a publicly-traded REIT. The majority of the changes to our charter that we are proposing relate to the removal or revision of provisions and restrictions that were required by state securities administrators in order for us to publicly offer shares of our stock without having it listed on a national securities exchange. If our common stock is listed on a national securities exchange, these provisions and restrictions will no longer be required and, in some cases, if retained, would place restrictions on our activities that could put us at a competitive disadvantage compared to our peers with publicly listed securities.
Q.When do you expect the Amended Charter to be effective?
A.If the amendment of our charter as set forth in the Amended Charter is approved by our stockholders, the Amended Charter will become effective upon its filing with the State Department of Assessments and Taxation of Maryland. We expect to file the proposed Amended Charter immediately before our common stock becomes listed for trading on a national securities exchange. This means that the changes to the charter will not be effective unless and until we complete an exchange listing.
Q.What happens if the proposals for the amendment and restatement of our charter as set forth in the Amended Charter are not approved?
A.Approval of each of Proposals 1 through 7 is conditioned upon approval of all others of Proposals 1 through 7, which means that all of these proposals must be approved for the amendment and restatement of the charter to be considered approved by our stockholders. If each of Proposals 1 through 7 are not approved, the Board will consider all of its options in connection with the currently contemplated exchange listing.

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Q.What constitutes a quorum?
A.In order for us to conduct the Annual Meeting, we must have a quorum, which means that the holders of at least 50% of our outstanding shares of common stock as of the close of business on the record date must be present in person or by proxy at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you:
authorize a proxy via the Internet;
authorize a proxy via telephone;
properly submit a proxy card (even if you do not provide voting instructions); or
attend the Annual Meeting and vote in person.their discretion on behalf of clients who have not furnished voting instructions.

The inspector of election appointed by us for the Annual Meeting will determine whether or not

Q.What is a quorum is present. Abstentions and broker non-votes, if any, will count toward the presence of a quorum.non-vote?

A. A broker “non-vote”non-vote occurs when a broker holding stock on behalf of a beneficial owner submits a signed proxy but does not vote on a non-routine proposal because the broker does not have discretionary powervoting authority with respect to that item and has not received instructions from the beneficial owner. If your shares are held in the name of a brokerage firm or other nominee, the brokerage firm canor nominee has discretionary voting authority to vote your shares for the ratification of RSMthe appointment of RBSM LLP as our registered independent public accounting firm for the year ending December 31, 20172020 (Proposal 9)No. 2), because this matter is considered “routine” under the applicable rules. The other proposals areelection of directors (Proposal No. 1) is not considered “routine” and therefore shares held in street name may not be voted by your broker without instructions.


Q.What are our Board's recommendations?

A. The Board recommends a vote:

“FOR” each of the four director nominees set forth in Proposal No. 1.

“FOR” the ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 under Proposal No. 2.

Q.What constitutes a quorum?

A.Q.What vote is requiredIn order for us to approve each proposal, assuming thatconduct the Annual Meeting, we must have a quorum, is presentwhich means that stockholders entitled to cast at least 50% of all the votes entitled to be cast on any matter at the Annual Meeting?
A.Under our charter, the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding as of the close of business on the record date is required to approve each of Proposals 1 through 7 to amend and restate our charter as set forth in the Amended Charter. In addition, approval of each of Proposals 1 through 7 is conditioned upon approval of all others of Proposals 1 through 7, which means that all of these proposalsMeeting must be approved for the amendment and restatement of the charter to be considered approved by our stockholders. The affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting is required to elect each of the nominees named in this proxy statementMeeting. Your shares will be counted as directors (Proposal 8). The affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting is required to approve Proposal 9 to ratify the appointment of RSM as the Company’s independent public accounting firm for the fiscal year ending December 31, 2017 and Proposal 10 to adjourn the Annual Meeting. Abstentions and broker non-votes, if any, will have the effect of a vote against Proposal 8. Abstentions and broker non-votes, if any, will have no effect on Proposal 9 or on Proposal 10.you:

authorize a proxy via the Internet;

authorize a proxy via telephone;

properly submit a proxy card (even if you do not provide voting instructions); or

attend the Annual Meeting and vote in person.

Abstentions and broker non-votes, if any, will havebe treated as votes present for purposes of determining the effectpresence of a vote against Proposals 1 through 7 relatingquorum.

Q.What if other matters come up at the Annual Meeting?

A. We are not currently aware of any other matter to the amendment and restatement of our charter and Proposal 8 relating to the election of directors. Abstentions and broker non-votes, if any, will have no effect on Proposal 9 relating to the ratification of RSM as the Company’s independent accounting firm or on Proposal 10 to adjournbe presented at the Annual Meeting if necessary,other than those described in this Proxy Statement. If any other matter not described in the Proxy Statement is properly presented at the Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders.

Q.Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?

A. We will bear all expenses incurred in connection with the solicitation of proxies. Our directors and officers may solicit proxies by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-of-pocket expenses. The Company has also engaged Georgeson, Inc. to assist it in the solicitation of proxies. The Company has agreed to pay Georgeson, Inc. an initial fee of $8,500, and will reimburse it for its reasonable expenses, for its services to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for the proposals.

proxies.

Q.May I revoke my proxy or change my vote?

Q.May I revoke my proxy or change my vote?
A.Yes. You may revoke your proxy or change your vote at any time before your proxy is exercised at the Annual Meeting. If you are a holder of record, you can do this in any of the three following ways:

by sending a written notice to the Secretary of the Company in time to be received before the Annual Meeting, stating that you would like to revoke your proxy;

by completing, signing and dating another proxy card and returning it by mail in time to be received before the Annual Meeting, or by authorizing a later dated proxy by the Internet or telephone, in which case your later-authorized proxy will be recorded, and your earlier proxy revoked; or

by attending the Annual Meeting and voting in person. Simply attending the Annual Meeting without voting will not revoke your proxy or change your vote.

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If your shares of common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q.What is the effect of abstentions and broker non-votes?
You will also need a legal proxy as described above, as well as an admission ticket from the Company, in order to attend the Annual Meeting in person.

A.Because the proposals to approve the Amended Charter must be approved by the holders of a majority of the shares of our common stock issued and outstanding, abstentions and broker non-votes, if any, will have the effect of votes AGAINST each of Proposals 1 through 7. In addition, because the election of each director requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting, abstentions and broker non-votes, if any, will have the effect of votes AGAINST each of the nominees in Proposal 8. However, because they are not considered votes cast, abstentions and broker non-votes, if any, will have no effect on the outcome of Proposal 9 or Proposal 10, which only require the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the meeting. As described above, a “broker non-vote” occurs when a broker holding stock on behalf of a beneficial owner submits a proxy but does not vote on a non-routine proposal because the broker does not have discretionary power with respect to that item and has not received instructions from the beneficial owner.
Q.Who can help answer my questions?
Q.Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?

A.We will bear all expenses incurred in connection with the solicitation of proxies. Our directors and officers and MVP Realty Advisors, LLC, a Delaware limited liability company and our advisor (the “Advisor”), may solicit proxies by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-of-pocket expenses. The Company has also engaged Georgeson Inc. to assist it in the solicitation of proxies. The Company has agreed to pay Georgeson Inc. an initial fee of $7,500, and will reimburse it for its reasonable expenses, for its services to solicit proxies.
A. If you have any questions about the Annual Meeting or how to authorize your proxy, or need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact:
Q.Could other matters be decided at the Annual Meeting?

A.As of the date of this proxy statement, the above-referenced proposals are the only matters of which we are aware that are to be acted upon at the Annual Meeting. As to any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named as proxy holders on your proxy card will vote the shares of common stock represented by properly submitted proxies in their discretion.
Georgeson, LLC
Q.Who can help answer my questions?
1290 Avenue of Americas, 9th Floor New York, NY 10104
A.If you have any questions about the Annual Meeting or how to authorize your proxy, or need additional copies of this proxy statement, the enclosed proxy card or voting instructions, you should contact:
All stockholders Call Toll-Free: 1-866-431-2105

MVP REIT II, Inc.


Attention: Investor Relations
Q.Where can I find more information about the Company?

8880 W. Sunset Rd.
A. We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information we file with the SEC on the web site maintained by the SEC at http://www.sec.gov. Our SEC filings are also available to the public at the SEC's Public Reference Room located at 100 F Street, N.E., Suite 340
Las Vegas, NV 89148
(702) 534-5577

Washington, DC 20549. You may also request information from Georgeson Inc., the Company’s proxy solicitor, at the following address and telephone number:

Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
All Shareholders Call Toll-Free: 888-666-2580

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Q.Where can I find more information about the Company?
A.We file annual, quarterly and current reports and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any reports or other information we file with the SEC on the web site maintained by the SEC at http://www.sec.gov. Our SEC filings are also available to the public at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or 1-202-551-7900 for further information regarding the public reference facilities.

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INTRODUCTORY NOTE TO PROPOSALS 1 THROUGH 7 RELATING TO THE PROPOSED
AMENDMENT AND RESTATEMENT OF OUR CHARTER

On May 25, 2017, the Board determined that the amendment and restatement of our charter, as set forth in the Amended Charter, is advisable in connection with the potential listing of our common stock on a national securities exchange following the completion of the merger of MVP I into a wholly-owned subsidiarydocuments at prescribed rates by writing to the Public Reference Section of the Company,SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or the merger. The changes that would be made to our charter by the Amended Charter are primarily intended to accomplish two objectives in connection with the possible exchange listing of our common stock: (1) to remove provisions of our charter that we believe might unnecessarily restrict our ability to take advantage of future opportunities1-202-551-7900 for liquidity events or are redundant with or otherwise addressed or permitted to be addressed under Maryland law and (2) to amend certain provisions in a manner that we believe would be more suitable for becoming a publicly-traded REIT.

The majority of the changes that we are proposing to our charter relate to the removal or revision of provisions and restrictions that were required by state securities administrators in order for us to publicly offer our stock without having it listed on a national securities exchange. If our common stock is listed on a national securities exchange, these provisions and restrictions will no longer be required and, in some cases, if retained, would place restrictions on our activities that could put us at a competitive disadvantage compared to our peers with publicly listed securities.

The principal changes to our charter that would be made in the Amended Charter are summarized below in the following Proposals 1 through 7. The overview of the proposed changes in this Introductory Note and the descriptions provided in each of Proposals 1 through 7 are qualified in their entirety by the complete text of the Amended Charter, which is included as Appendix A to this proxy statement, which has been marked to show the proposed changes from our current charter and which you should read in its entirety.

Approval of the Amended Charter

Approval of each of Proposals 1 through 7 is conditioned on approval of every other of Proposals 1 through 7. This means that, for the proposed Amended Charter to be approved and implemented, our stockholders must vote “FOR” each of Proposals 1 through 7.

Effectiveness of the Amended Charter

If the amendments to our charter as set forth in Proposals 1 through 7 and the Amended Charter are approved by our holders of common stock, the Amended Charter will become effective when filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland. We intend to file the Amended Charter immediately before our common stock becomes listed for trading on a national securities exchange. This means that the changes to the charter will not be effective unless and until we complete an exchange listing.

Appraisal Rights

Under Maryland law and our charter, you will not be entitled to rights of appraisal with respect to the amendment and restatement of our charter as set forth in the Amended Charter. Accordingly, to the extent that you object to the amendment and restatement of our charter as set forth in the Amended Charter, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your shares of common stock under the provisions of Maryland law governing appraisal rights.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR THE APPROVAL OF EACH OF PROPOSALS 1 THROUGH 7.

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PROPOSAL 1: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO
OUR STOCK AND STOCKHOLDERS

In this Proposal 1, we are proposing to remove or revise NASAA REIT Guidelines provisions from our charter that relate to the terms and rights of our classes and series of equity stock, including our common stock, and to offerings of our equity stock, all as more particularly described below:

Delete the requirement that all shares of stock be fully paid and nonassessable when issued. Although the Company has no present intention of doing so, the Maryland General Corporation Law, or the MGCL, permits a corporation to issue stock in exchange for future payment or stock that is assessable.
Delete the NASAA REIT Guidelines limitations on the voting rights which may be afforded to classes of common stock and preferred stock, respectively, in a private offering. This change would provide our Board more flexibility in determining what terms and rights of a new class or series of stock, including voting rights, would be in the best interests of the Company at the time of issuance. The change may increase the possible dilutive effect of potential future private issuances of stock.
Delete the NASAA REIT Guidelines prohibition on distributions in kind and add a provision specifically permitting dividends to be paid in shares of one class or series to the holders of shares of another class or series to provide the Company more flexibility with respect to distributions.
Delete the NASAA REIT Guidelines provision specifying that we will not issue stock certificates unless otherwise provided by our Board, as we believe that other listed company charters generally include this requirement.
Delete the NASAA REIT Guidelines requirement related to certain stockholder suitability requirements that would no longer be applicable once our common stock is listed on an exchange.
Delete the provisions related to tender offers that would no longer be required once our common stock is listed on an exchange, including (i) requiring any person making a tender offer, including a mini-tender offer, to comply with all of the provisions set forth in Regulation 14D under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that would be applicable if the tender offer was for more than five percent of the outstanding shares of our stock and (ii) in the event of a non-compliant tender offer, permitting us to redeem such non-compliant person’s shares, as the provisions will no longer be applicable.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 1. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 1 unless you designate otherwise.

In addition, approval of each of Proposals 1 through 7, including this Proposal 1, is conditioned on approval of each other of Proposals 1 through 7. This means that, if you abstain from voting on or vote against this Proposal 1, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO OUR STOCK AND OUR STOCKHOLDERS.

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PROPOSAL 2: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO
OUR BOARD OF DIRECTORS

In this Proposal 2, we are proposing to remove or revise NASAA REIT Guidelines provisions from our charter that relate to the number, qualifications and service of our directors, to add certain related provisions that we believe are more suitable for becoming a publicly traded REIT and to add certain director removal limitations to our charter, as more particularly described below:

Increase the number of directors of the Company from five to eight and clarify that the number of directors of the Company may only be increased or decreased by the Board.
Delete the NASAA REIT Guidelines requirement that our Board be comprised of at least three directors. Under the MGCL, our Board may be comprised of as few as one director. Also remove the requirement that a majority of our Board consist of independent directors (as defined by the NASAA REIT Guidelines). Stock exchange rules would require that a majority of our directors be independent in order for us to list shares of our common stock, and we believe that the applicable stock exchange definition of independence provides an appropriate definition of independence for a publicly listed company. Removing the definition required by the NASAA REIT Guidelines will eliminate any possibility of conflict between such definition and the stock exchange definition.
Delete the NASAA REIT Guidelines requirements that each non-independent director have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage our assets and that at least one independent director have at least three years of relevant real estate experience. We believe our Board, in consideration of the many characteristics that may make a nominee a valuable addition to our Board, should have discretion in the nomination of directors.
Delete the NASAA REIT Guidelines requirement that a majority of the members of all committees (even ad hoc committees) be independent directors as such requirement is more stringent than stock exchange rules with respect to committee composition.
Delete the NASAA REIT Guidelines requirement that each director hold office for one year, until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Pursuant to the MGCL, unless a corporation’s board of directors is classified (which our Board is not) or the terms of any class or series of stock pursuant to which directors are elected provide otherwise, directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualify.
Delete the NASAA REIT Guidelines statement that directors serve in a fiduciary capacity and have fiduciary duties. Under the MGCL, each director has a duty to act in good faith, with a reasonable belief that his or her action is in the Company’s best interests and with the care of an ordinarily prudent person in a like position under similar circumstances.
Delete the NASAA REIT Guidelines requirements that certain specified matters, including the issuance of preferred stock, be approved by a majority of the independent directors, in order to provide more flexibility to our Board in connection with such matters.
Delete the NASAA REIT Guidelines restrictions on exculpation and indemnification of, and advance of expenses to, directors and officers and instead provide for exculpation, indemnification and advance of expenses to the maximum extent permitted by Maryland law, which we believe is common for public companies (including REITs) formed under Maryland law and which we believe will enhance our ability to attract and retain directors and officers.
Insert a provision that our directors may only be removed for “cause,” meaning a conviction of a felony or final judgment of a court of competent jurisdiction holding that the director caused demonstrable material harm to the company through bad faith or active and deliberate dishonesty, and requiring the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors to effect such removal (instead of the current majority of the votes entitled to be cast).

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Delete a NASAA REIT Guidelines provision providing that the NASAA REIT Guidelines were to control in the event the Board determined they conflicted with any non-mandatory provision of the MGCL. This provision should no longer be necessary as a result of the deletion of the other NASAA REIT Guidelines provisions.
Delete the requirement that a majority of independent directors approve Board actions to which certain NASAA REIT Guidelines applied, given that the sections of the charter pertaining to such NASAA REIT Guidelines are being removed.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 2. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 2 unless you designate otherwise.

In addition, approval of each of Proposals 1 through 7, including this Proposal 2, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 2, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO OUR BOARD OF DIRECTORS.

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PROPOSAL 3: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO
THE CONDUCT OF OUR BUSINESS THAT LIMIT OR REGULATE
CERTAIN OF OUR POWERS

In this Proposal 3, we are proposing to remove or revise NASAA REIT Guidelines provisions that limit or regulate how the Company operates and the process by which it engages in certain transactions, all as more particularly described below:

Delete the NASAA REIT Guidelines restrictions on share repurchases which we believe are uncommon in public company charters and which reduce flexibility.
Delete the NASAA REIT Guidelines requirements related to distribution reinvestment plans that establish disclosure and withdrawal rights which we believe are uncommon in public company charters.
Replace the NASAA REIT Guidelines provisions related to the appointment of, supervision of and payment of enumerated fees to an external advisor with a provision simply permitting our Board to authorize the execution of and performance by us of one or more agreements with any external advisor or manager.
Delete the NASAA REIT Guidelines provisions limiting our investment objectives and requiring review of our investment policies and prohibiting certain joint ventures and investments in equity securities as we do not believe these provisions are customarily included in the charters of publicly listed companies.
Delete the NASAA REIT Guidelines provisions relating to affiliated transactions. Under the MGCL, a transaction between a company and any of its directors or any other entity in which any of its directors is a director or has a material financial interest is subject to voidability unless the transaction is approved by the affirmative vote of a majority of disinterested directors or a majority of the votes cast by disinterested stockholders or is fair and reasonable to the company.
Delete the NASAA REIT Guidelines restrictions on voting of shares held by our advisor, our directors and their affiliatesfurther information regarding the removalpublic reference facilities.

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Delete the NASAA REIT Guidelines restrictions on roll-up transactions, which would otherwise cease to be applicable one year following listing.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 3. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 3 unless you designate otherwise.

In addition, approval of each of Proposals 1 through 7, including this Proposal 3, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 3, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO REMOVE OR REVISE CERTAIN PROVISIONS RELATING TO THE CONDUCT OF OUR BUSINESS THAT LIMIT OR REGULATE CERTAIN OF OUR POWERS.


12

PROPOSAL 4: APPROVAL OF AMENDMENT TO OUR CHARTER TO
REMOVE THE MAJORITY VOTING STANDARD FOR THE
ELECTION OF DIRECTORS AND IMPLEMENT THE DEFAULT
PLURALITY VOTING STANDARD UNDER THE MARYLAND
GENERAL CORPORATION LAW

If adopted, this Proposal 4 would delete the NASAA REIT Guidelines requirement that a director receive the affirmative vote of the holders a majority of the shares present, in person or by proxy, at a meeting in order to be elected. We believe it is advisable to delete this provision because it creates a possibility that no nominee would be elected to fill a director seat. If no nominee for a director seat receives the vote of a majority of shares present because, for example, many stockholders abstain, then the previously elected director will continue to serve as a “holdover” director. In addition, there can be significant costs and delays to the Company when soliciting stockholder votes, which may be greater under the current majority voting standard.

If this Proposal 4 is adopted, then we intend to similarly revise the related provision of our bylaws so that, consistent with the default standard under the MGCL, a plurality of all the votes cast at a meeting at which a quorum is present would be sufficient to elect a director. If adopted, this Proposal 4 and the revised bylaws would result in the election of the nominee who receives the most affirmative votes in a director election. This Proposal 4 would change and diminish the effect of an abstention, which currently counts as a vote against a director nominee, so that it will qualify as present for the purposes of a quorum but will have no effect on the outcome of the election. Adoption of this Proposal 4 also may diminish the effect of a vote against a nominee because a nominee who received many against votes would, nevertheless, be elected if there is no opposition candidate.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 4. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 4 unless you designate otherwise.

In addition, approval of each of ProposalsNO. 1 through 7, including this Proposal 4, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 4, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO REMOVE THE MAJORITY VOTING STANDARD FOR THE ELECTION OF DIRECTORS AND IMPLEMENT THE DEFAULT PLURALITY VOTING STANDARD UNDER THE MARYLAND GENERAL CORPORATION LAW.

13

PROPOSAL 5: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO REMOVE OR REVISE CERTAIN PROVISIONS WITH RESPECT
TO STOCKHOLDER MEETING REQUESTS, MEETINGS,
INFORMATION AND VOTING RIGHTS

In this Proposal 5, we are proposing to remove or revise certain provisions of the charter that relate to stockholder meetings, stockholder information rights and stockholder voting rights, all as more particularly described below:

Delete the NASAA REIT Guidelines requirement that an annual meeting of stockholders be held no less than thirty (30) days after delivery of our annual report as we do not believe that these provisions are customarily included in the charters of publicly listed companies, and we believe that our Board should have maximum flexibility in setting our annual meeting date subject to applicable laws and regulations.
Delete the NASAA REIT Guidelines requirement that a special meeting of stockholders be called upon the request of the holders of at least ten percent (10%) of the outstanding shares entitled to vote. Under the MGCL, the percentage required to call a meeting can be as high as a majority. By approving the deletion of this provision from the charter, you effectively will be permitting our Board to set the threshold for a special meeting request by our stockholders in its discretion and without stockholder approval through our Company’s bylaws.
Delete the provisions related to notice of stockholder meetings and quorum at such meetings. Our bylaws include provisions that govern notices of and quorum at stockholder meetings.
Delete the NASAA REIT Guidelines requirements related to stockholder approval of certain matters as the MGCL already requires stockholder approval for such matters.
Delete the NASAA REIT Guidelines requirements related to inspection rights as the MGCL already grants inspection rights. The inspection rights provided by the MGCL to all stockholder are more limited than the rights under the NASAA REIT Guidelines.
Delete the NASAA REIT Guidelines requirement that we provide a copy of our stockholder list to any stockholder upon request. The MGCL requires only that a stockholder list be provided to one or more persons who together are, and for at least six months have been, stockholders of record of at least five percent of the outstanding shares of stock of any class of stock of the Company.
Delete the NASAA REIT Guidelines requirement that an annual report be provided to each stockholder within one hundred twenty (120) days after the end of the fiscal year. The MGCL requires that an annual statement of affairs, including a balance sheet and a financial statement of operations, be submitted at the annual meeting of stockholders and made available for inspection within twenty (20) days thereafter.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 5. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 5 unless you designate otherwise.

In addition, approval of each of Proposals 1 through 7, including this Proposal 5, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 5, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO REMOVE OR REVISE CERTAIN PROVISIONS WITH RESPECT TO STOCKHOLDER MEETING REQUESTS, STOCKHOLDER MEETINGS, INFORMATION AND VOTING RIGHTS.

14

PROPOSAL 6: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO CONFORM THE TERMS OF THE SERIES A CONVERTIBLE
REDEEMABLE PREFERRED STOCK WITH THOSE OF THE SERIES 1
CONVERTIBLE REDEEMABLE PREFERRED STOCK

In this Proposal 6, we are proposing to amend the date by which holders of Series A Convertible Redeemable Preferred Stock must provide notice of conversion from the day immediately preceding the first anniversary of the issuance of such share to December 31, 2017. This change will conform the terms of the Series A Convertible Redeemable Preferred Stock with the terms of the Series 1 Convertible Redeemable Preferred Stock with respect to conversions.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 6. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 6 unless you designate otherwise. The outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock are not entitled vote on this Proposal 6.

In addition, approval of each of Proposals 1 through 7, including this Proposal 6, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 6, it will have the effect of a vote against all of the other proposed amendments to our charter.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO OUR CHARTER TO CONFORM THE TERMS OF THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK WITH THOSE OF THE SERIES 1 CONVERTIBLE REDEEMABLE PREFERRED STOCK.

15

PROPOSAL 7: APPROVAL OF AMENDMENTS TO OUR CHARTER
TO EFFECTUATE CERTAIN MINISTERIAL MODIFICATIONS,
CLARIFICATIONS AND CONFORMING CHANGES TO, AND THE
RESTATEMENT OF, OUR CHARTER

In addition to the proposed amendments to the Company’s charter particularly described in Proposals 1 through 6 above, we are proposing in this Proposal 7 to amend the charter to integrate all of the amendments to the charter proposed in Proposals 1 through 7, to conform cross-references and section titles, to make other immaterial typographical and drafting changes throughout the charter and to restate the charter to incorporate all the amendments approved in Proposals 1 through 7 along with all previously approved provisions.

The affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock is required to approve this Proposal 7. If you abstain from voting on the proposal, it will have the effect of a vote against the proposal. Proxies received will be voted FOR approval of this Proposal 7 unless you designate otherwise.

In addition, approval of each of Proposals 1 through 7, including this Proposal 7, is conditioned on approval of each other of Proposals 1 through 7. This means that if you abstain from voting on or vote against this Proposal 7, it will have the effect of a vote against all of the other proposed amendments to our charter. In addition, this means that a vote for Proposal 7 will not count as a vote for Proposals 1 through 6.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE AMENDMENTS TO OUR CHARTER TO EFFECTUATE CERTAIN MINISTERIAL MODIFICATIONS, CLARIFICATIONS AND CONFORMING CHANGES TO, AND THE RESTATEMENT OF, OUR CHARTER.

16

PROPOSAL 8 – ELECTION OF DIRECTORS

Information About


General

Our Board of Directors

General

Our board currently consists of five members, Michael V. Shustek, Allen Wolff, David Chavez, Erik Hart and John E. Dawson. directors. However, Nicholas Nilsen, one of our current directors, will not be standing for re-election at the Annual Meeting. The Board has determined that, concurrently with the conclusion of Mr. Nilsen’s term, the size of the Board shall be decreased to four. Thus, stockholders will be voting on the election of four nominees to serve as directors at the Annual Meeting.


Based on the recommendation of the Nominating Committee of the Board of Directors, the Board of Directors nominated the four directors listed below for election to the Board of Directors at the Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy card as proxies will exercise the discretionary authority provided to vote for the election of a substitute nominee selected by our Nominating Committee or our Board of Directors, unless the Board of Directors alternatively acts to reduce the size of the Board of Directors or maintain a vacancy on the Board of Directors in accordance with our bylaws. The Board of Directors has no reason to believe that any nominee listed below will be unable or unwilling to serve.

Each of the nominees meetmeets the qualifications for directors as set forth in the Company’sCompany's charter and bylaws. The combined company’s directorsEach of the Company's nominees for director elected at the Annual Meeting will serve until the next annual meeting of stockholders following theirhis election and until their successors arehis successor is duly elected and qualify. Assuming the merger is consummated, concurrently upon the effectivenessqualifies or until his resignation, retirement or removal. We believe that all of the merger,nominees possess the Company will increaseprofessional and personal qualifications necessary for Board service, and have highlighted particularity noteworthy attributes for each nominee in the sizeindividual biographies below.

Recommendation of its Board by three and the Board will elect three members of the MVP I board, Robert J. Aalberts, Nicholas Nilsen and Shawn Nelson, to serve as members of the board of the combined company.

Directors


THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR, WITH EACH TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES.

The following table sets forth certain information with respect to each of the persons who are nominated to serve as directors of the company.

Company.

NameAgeTitle
Michael V. Shustek
Name61
Age
Position
Chairman of the Board and Chief
Michael V. Shustek
Robert J. Aalberts
58
68
Chief Executive Officer & Director
Allen Wolff
45
Independent Director
David Chavez
51
Independent Director
Erik Hart
46
Independent Director
John E. Dawson
62
Lead Independent Director
Shawn Nelson
5954
Independent Director
Directors of the Company

The following table sets forth the names, ages as of March 24, 2017 and positions

Michael V. Shustek has been Chief Executive Officer of the individuals whoCompany since its inception and currently serves as Chairman of the Board of Directors. Mr. Shustek also served as Chief Executive Officer and a director of MVP REIT, Inc., a Maryland corporation (“MVP I”), prior to the merger (the “Merger”) of MVP I with and into MVP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company. Mr. Shustek has served as chairman of the board, Chief Executive Officer and a director of Vestin Group since April 1999 and a director and Chief Executive Officer of Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRM II”), and Vestin Realty Mortgage I, Inc., a Maryland corporation (“VRM I”), since January 2006.

In 2003, Mr. Shustek became the Chief Executive Officer of Vestin Originations, Inc. In 1997, Mr. Shustek was involved in the initial founding of Nevada First Bank, with the largest initial capital base of any new state charter in Nevada’s history at that time.

Mr. Shustek received a Bachelor of Science degree in Finance at the University of Nevada, Las Vegas.

Mr. Shustek was selected to serve as directors, executive officersa director because he is our Chief Executive Officer, has significant real estate experience and certain significant employeesexpansive knowledge of the Advisor or our affiliates:

Name
Age
Title
Michael V. Shustek
58
President & Chief Executive Officer
Ed Bentzen
40
Chief Financial Officer

There are no familyreal estate industry, and has relationships between any directors or executive officers, or between any directorwith chief executives and executive officer.

Board Leadership Structure

Ourother senior management at numerous real estate companies. Based on the foregoing, the Board of Directors believes that Mr. Shustek will continue to bring a unique and valuable perspective to our Board of Directors.


John E. Dawson is one of our independent directors and, since April 13, 2019, has determined thatbeen our Lead Independent Director. He had also been a director of MVP I from the beginning of its current structure, with combined Chairmanoperations until the date of the Merger. He was a director of Vestin Group from March 2000 to December 2005, was a director of VRM II from March 2007 until he resigned in November 2013 and CEO roles, iswas a director for VRM I from March 2007 until January 2008. Mr. Dawson has been a lawyer in private practice for over 30 years. Mr. Dawson received his Bachelor’s Degree in Accounting from Weber State University and his Juris Doctor from Brigham Young University. Mr. Dawson received his Masters of Law (L.L.M.) in Taxation from the University of San Diego in 1993. Mr. Dawson was admitted to the Nevada Bar in 1988 and the Utah Bar in 1989. Mr. Dawson was selected to serve as an independent director of the Company due to his legal background and significant experience in the best interestsreal estate industry and his experience as a public company director.

Robert J. Aalberts served as an independent director of MVP I, and was a director of Vestin Group, Inc., from April 1999 to December 2005. He was a director for VRM I from January 2006 until he resigned in January 2008 and for VRM II from January 2006 until he resigned in November 2013. Most recently, Professor Aalberts was Clinical Professor of Business Law in the Smeal College of Business at Pennsylvania State University in University Park, PA from 2014 to June 2017. Prior to his position at Penn State, Professor Aalberts held the Ernst Lied Professor of Legal Studies professorship in the Lee College of Business at the University of Nevada, Las Vegas from 1991 to 2014. Before UNLV, Professor Aalberts was an Associate Professor of Business Law at Louisiana State University in Shreveport, LA from 1984 to 1991. From 1982 through 1984, he served as an attorney for the Gulf Oil Company in its New Orleans office, specializing in contract negotiations and mineral law. From 1992 to 2016, Professor Aalberts was the Editor-in-chief of the Real Estate Law Journal published by the Thomson-West Publishing Company. The Board believes that combiningProfessor Aalberts received his Juris Doctor degree from Loyola University in New Orleans, Louisiana, a Master of Arts from the ChairmanUniversity of Missouri, Columbia, and CEO roles isa Bachelor of Arts degree in Social Sciences and Geography from Bemidji State University in Minnesota. He was admitted to the appropriate corporate governance structure and works well forState Bar of Louisiana in 1982 (currently inactive status). Mr. Aalberts was selected to serve as an independent director of the Company because it most effectively utilizesdue to his significant experience in the real estate industry and his experience as a public company director.

Shawn Nelson is one of our independent directors. Mr. Shustek’s extensive experienceNelson previously served as an independent director of MVP I. Effective January 7, 2019, Mr. Nelson became the Chief Assistant District Attorney of Orange County, California. Mr. Nelson had served as a member of the Orange County Board of Supervisors in Orange County, California, since June 2010, serving as chairman in 2013 and knowledge regarding2014. Mr. Nelson previously served on the board of the Southern California Regional Rail Authority (Metrolink) and was the former Chairman. He was also previously a director of the Orange County Transportation Authority having served as the chair in 2014 and is a director of the South Coast Air Quality Management District, Southern California Association of Governments, Transportation Corridor Agency, Foothill/Eastern, Southern California Water Committee, Orange County Council of Governments and Orange County Housing Authority Board of Commissioners. Mr. Nelson resigned from his positions on the board of the Southern California Regional Rail Authority and the Orange County Transportation Authority effective January 7, 2019. From 1994 to 2010, Mr. Nelson was the managing partner of the law firm of Rizio & Nelson. From 1992 to 1994, he was the Leasing Director/Project Manager of S&P Company. Prior to that, from 1989 to 1992 Mr. Nelson served as the Leasing Director/Acquisitions Analyst for IDM Corp and from 1988 to 1989 he served as a Construction Superintendent for Pulte Homes. Mr. Nelson has a Bachelor of Science degree in business with a certificate in real property development from the University of Southern California and a Juris Doctor Degree from Western State University College of Law. Mr. Nelson was selected to serve as an independent director of the Company due to his legal background and significant experience in the Company’s businessreal estate industry and markets, and the Company’s competitors, and provides for the most effective leadership of our Board and Company.

Board’shis experience as a director.


Board's Role in Risk Oversight


The Board provides supervision and oversight of our risk management processes. Management identifies and prioritizes material risks, and each prioritized risk is referred to a Board committee or the full Board for supervision and oversight. For example, financial risks are referred to the Audit Committee. The Board regularly reviews information regarding our properties, loans, operations, liquidity and capital resources. The Board informally reviews the risks associated with these items at each quarterly Board meeting and at other Board meetings as deemed appropriate.


Board Leadership Structure

The Board leadership structure is currently comprised of (1) a combined Chairman of the Board of Directors and Chief Executive Officer, (2) a Lead Independent Director, and (3) an independent Chair for each of our three standing Board committees described below. From time to time, the Nominating Committee and the entire Board of Directors review the Company's leadership structure, including the positions of Chairman of the Board and Chief Executive Officer, to ensure the interests of the Company and its stockholders are best served. The Nominating Committee and the Board of Directors believe that the most effective leadership structure for the Company at this time is for Mr. Shustek to serve as both the Chairman of the Board of Directors and Chief Executive Officer. Mr. Shustek’s combined role as Chairman and Chief Executive Officer serves as a bridge between the Board of Directors and management and provides unified leadership for developing and implementing our strategic initiatives and business plans. The Board of Directors also believes that the combined Chairman and Chief Executive Officer structure provides clearer accountability to our stockholders and allows one person to speak for and lead the Company and the Board of Directors. In addition, the Board of Directors believes that its information flow, meetings, deliberations, and decision- making processes are more focused, efficient, and effective when the Chairman and Chief Executive Officer roles are combined. The combined role is counterbalanced and enhanced by the effective oversight and independence of the Board of Directors and the leadership of the Lead Independent Director and independent committee chairs. Moreover, the Board believes that the appointment of a strong Lead Independent Director and the use of executive sessions of the non-management and independent directors, along with the Board of Directors' strong committee system, allow it to maintain effective oversight of management.

Lead Independent Director

The Lead Independent Director's specific responsibilities include, among other things, presiding over all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of independent directors, calling meetings of independent directors, functioning as a liaison with the Chairman, approving board meeting agendas and scheduling and conferring with the Chairman on strategic planning matters and transactions. Our current Lead Independent Director is John Dawson. Mr. Dawson is an engaged and active director, who is uniquely positioned to work collaboratively with Mr. Shustek, while providing strong independent oversight.

Vote Required

The


Under our current charter and bylaws, and consistent with the requirements of the NASAA REIT Guidelines, the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting is required to elect each of the nominees named in this proxy statement as directors. For purposesa director.

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of the electionindividuals who serve as executive officers:

NameAgeTitle
Michael V. Shustek61Chairman of the Board and Chief Executive Officer
 Daniel Huberty 52President and Chief Operating Officer
J. Kevin Bland57Chief Financial Officer

Please see “Proposal One: Election of directors, abstentions and broker non-votes, if any, will have the same effect as votes against the election of eachDirectors – Directors of the nominees, although abstentionsCompany” for information regarding Mr. Shustek. There are no family relationships among our executive officers and broker non-votes, if any, will be considered presentdirectors.

Daniel Huberty is the Company's President and Chief Operating Officer. Prior to his election as President and Chief Operating Officer in connection with the Internalization (as defined below), he served as Vice President of Parking Operations for the purposeAdvisor. Prior to his relationship with the Company, Mr. Huberty served as an Executive Vice President of determiningSP Plus, where he oversaw the presencesouthern division of the company. He was named to this position after successfully overseeing the transition of his team through the integration of Central Parking and Standard Parking. SP Plus's clients included some of the nation's largest owners and operators of mixed-use projects, office buildings, hotels, stadiums and arenas, as well as, airports, hospitals and municipalities.

Prior to his role with SP Plus, Mr. Huberty served as a Vice President for Clean Energy Fuels, the largest provider of Compressed Natural Gas in the Country focusing on the parking industry, from June 2009 through September 2011. However, the majority of his career was spent with ABM Industries. During his nearly 17 years with ABM commencing in 1993, Mr. Huberty served in various roles starting as a Facility Manager, working his way up to Regional Manager, Regional Vice President, and finally Vice President of Sales for ABM's Parking Division. Mr. Huberty earned his BBA from Cleveland State University in 1991, and his MBA from the University of Phoenix in 1998.

Mr. Huberty is active in political affairs, serving as a State Representative for Texas House District 127, representing a constituency of more than 160,000 residents. Elected in 2010, he travels to the Capitol in Austin, Texas, every other year to represent them during the legislative session.

Mr. Huberty serves on the Board for the Be an Angel Fund, which is a non-profit board that supports profoundly deaf and handicapped children in Texas. Mr. Huberty is also a Board Member of the Lake Houston Chamber of Commerce in Harris County Texas, which has over 1,500 members focusing on growing the North East Region of Harris County. Mr. Huberty also served as a Trustee for the Humble Independent School District which has 42,000 students, from 2006 to 2010, serving as its President from 2009-2010.

J. Kevin Bland is Chief Financial Officer of the Company and is a certified public accountant. Mr. Bland has over 25 years of experience as a financial professional and executive. Mr. Bland served as Chief Financial Officer of UMTH General Services, L.P. from June 2008 to November 2018. From 2007 to 2008 Mr. Bland served as Vice President, Controller and Principal Accounting Officer of Pizza Inn, Inc. (Nasdaq: RAVE). Mr. Bland spent three years with Metromedia Restaurant Group as Vice President, Controller from 2005 to 2007 and Accounting Manager from 2001 to 2002. From 2003 to 2005, Mr. Bland was Company Controller of Sendera Investment Group, LLC and controller of a quorum.

homebuilding and land division with Lennar Corporation in Dallas, Texas from 2002 to 2003. Mr. Bland began his career with Ernst & Young in 1989. Mr. Bland earned a bachelor's degree in accounting from The University of Texas at Austin in 1985 and an MBA from Texas Christian University in 1989.


17

EXECUTIVE COMPENSATION

Prior to April 1, 2019 (the effective date of the Internalization), the Company had no employees. Each of the Company’s executive officers was employed or compensated by the former Advisor. Although the Company reimbursed the former Advisor for certain expenses incurred in connection with providing these services to the Company, prior to the Internalization, the Company did not pay any compensation directly to the Company’s executive officers. Consequently, through March 31, 2019, we did not have a compensation policy or program for our executive officers.

This section discusses the material components of the executive compensation program that we provided in 2019 following the Internalization for our executive officers who are named in the “Summary Compensation Table” below (our “Named Executive Officers”). In 2019, our Named Executive Officers and their positions were as follows:

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THESE NOMINEES.

Biographical Information for Nominees for Director

Michael V. Shustek, will serve asChief Executive Officer (“CEO”);


Daniel Huberty, President and Chief Operating Officer (“COO”); and

James Kevin Bland, Chief Financial Officer (“CFO”).

2019 Salaries

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The named executive officer’s base salaries are set forth in employment agreements with the company and currently remain unchanged.

2019 Bonuses

Any annual bonus or incentive pay for the Company’s Named Executive Officers is discretionary and determined by the Compensation Committee for the Chief Executive Officer and Chairman ofby the Board of the combined company, positions he has held at both MVP I and MVP II since their respective inceptions. He also serves asCompensation Committee with appropriate input from the Chief Executive Officer for the President and Chief Operating Officer and the Chief Financial Officer. The actual annual cash bonuses awarded to each named executive officer for 2019 performance are set forth below in the Summary Compensation Table in the column entitled “Bonus.”

Equity Compensation

As described below under “Employment Agreements”, pursuant to his Employment Agreement, each of our Named Executive Officers is eligible to receive an annual target equity award. In light of the Advisor. HeCompany’s common stock not being listed on a public exchange during 2019, no equity compensation was awarded to the company’s Named Executive Officers in 2019.

Retirement Plans and Health and Welfare Benefits

We currently maintain a 401(k) retirement savings plan for our employees, including our Named Executive Officers, who satisfy certain eligibility requirements. None of our Named Executive Officers participated in the Company’s 401(k) retirement savings plan subsequent to the time in which they became Company employees following the end of the Employee Leasing Period under the Employee Leasing Agreement on June 30, 2019. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We are permitted to make Safe Harbor matching contributions under the 401(k) plan as follows: 100% of the first 3% of the participant’s compensation and 50% up to the next 2% of the participant’s compensation, with these matching contributions being fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our Named Executive Officers, in accordance with our compensation policies. We do not currently provide for pension plans, supplemental retirement plans or deferred compensation plans for our Named Executive Officers.

Our Named Executive Officers, are eligible to participate in the health, life insurance, disability benefits and other welfare programs that are provided generally to our employees.

Perquisites and Other Personal Benefits

We do not currently provide our Named Executive Officers with any material perquisites or other personal benefits.

Summary Compensation Table

The following Summary Compensation Table shows compensation paid or accrued by us for services rendered from April 1, 2019 through December 30, 2019 to the Named Executive Officers:

Name and
Principal Position
Fiscal
Year
 
Salary
($)1
  
Bonus
($)
  
Stock
Awards ($)
  
All Other
Compensation ($) (1)
  
Total ($)
 
 
Michael V. Shustek
 
2019
 
$
275,000
   
125,000
   
-
   
-
  
$
400,000
 
Chief Executive Officer   
-
   
-
   
-
   
-
   
-
 
Daniel Huberty
2019 
$
150,000
   
-
   
-
   
-
  
$
150,000
 
President and Chief Operating Officer   
-
   
-
   
-
   
-
   
-
 
J. Kevin Bland
2019 
$
125,000
  
$
90,000
   
-
   
-
  
$
215,000
 
Chief Financial Officer   
-
   
-
   
-
   
-
   
-
 

1 Salary reflects the amount that was paid to the Named Executive Officers by the Company commencing with the period they became Company employees following the end of the Employee Leasing Period under the Employee Leasing Agreement on June 30, 2019.

Employment Agreements

In connection with the Internalization, the Company entered into employment agreements (collectively, the “Employment Agreements”) with each of our Named Executive Officers on March 29, 2019.

As part of the Company’s transition to self-management, the Compensation Committee retained FTI Consulting as an independent compensation consultant to advise the Compensation Committee with respect to the terms of the Employment Agreements.

Following is a brief summary and discussion of the terms of the Employment Agreements.

Term. Each of the Employment Agreements provides for a three-year initial term that commenced on July 1, 2019 and ends on the third anniversary of such date. Thereafter, the employment term extends automatically for successive one-year periods unless either the Executive or the Company provides notice of non-renewal to the other party at least ninety (90) days before the end of the then-existing term.

Duties. The Employment Agreements provide that the CEO, the COO and the CFO will perform duties and provide services to us that are customarily associated with the duties, authorities and responsibilities of persons in similar positions as well as such other duties as may be assigned from time to time. The Employment Agreements also provide that the Executives generally will devote substantially all of their business time and attention to the business and affairs of the Company, except that the Executives may engage in certain outside activities that do not materially interfere with the performance of their duties.

Compensation. The Employment Agreements provide that the CEO, the COO and the CFO will receive an annual initial base salary of $550,000, $300,000 and $250,000, respectively. The CEO, COO and CFO will be eligible to receive a target annual incentive award of not more than $250,000, $153,000 and $50,000, respectively, and each will be eligible to receive an annual target equity award of not more than $1,000,000, $153,000 and $130,000 in the form of restricted shares of common stock, respectively. Each annual equity award shall vest equally in annual installments over a three-year period. The amounts and conditions for the payment and vesting (as applicable) of each target annual incentive award and each annual target equity award will be determined by the Compensation Committee. The Company at its discretion may pay any target annual incentive awards payable to the COO or the CFO in cash or shares of common stock. Each of the Executives will be eligible to participate in employee benefit programs made available to the Company’s employees from time to time and to receive certain other perquisites, each as set forth in their respective Employment Agreements.

Severance Payments. The CEO Employment Agreement provides that, subject to the execution of a release and other conditions set forth in the CEO Employment Agreement, upon a “qualifying termination” (as defined in the CEO Employment Agreement), the CEO will be entitled to severance based on a multiple of the total of the CEO’s then-current annual base salary plus the amount of the last annual incentive award earned by the CEO in the year prior to termination (referred to herein as “total cash compensation”). If the qualifying termination results from the death or disability of the CEO, the CEO will be entitled to severance equal to one times (1x) his total cash compensation. If the CEO is terminated by the Company without “cause” (as defined in the CEO Employment Agreement), or the CEO quits for “good reason” (as defined in the CEO Employment Agreement) or the Company elects not to renew the term of the CEO employment agreement, then the CEO will be entitled to severance equal to two times (2x) his total cash compensation. In the event that any qualifying termination occurs on or within 12 months after a change in control of the Company, the CEO will be entitled to severance equal to three times (3x) his total cash compensation.

The COO and CFO Employment Agreements provide that, subject to the execution of a release and other conditions set forth in the Employment Agreements, the COO and CFO will be entitled to receive severance based on a multiple of the sum of their annual base salary and target annual incentive award (referred to herein as “total cash compensation”). If the COO is terminated due to his death or disability or if the COO Employment Agreement is not renewed by the Company during the first five years of the term of such agreement, then the COO will be entitled to severance equal to one times (1x) his total cash compensation. Such severance is not payable if the COO Employment Agreement is not renewed by the Company after the first five years of the term. If the COO is terminated without “cause” or the COO quits for “good reason,” (each as defined in the COO Employment Agreement) he will be entitled to severance equal to two times (2x) his total cash compensation. If the CFO is terminated due to his death or disability, he is terminated by the Company without “cause” or he quits for “good reason,” (each as defined in the CFO Employment Agreement) then the CFO will be entitled to severance equal to one times (1x) his total cash compensation. If the CFO is terminated without “cause” or quits for “good reason”, in each case, on or within 12 months after a change in control of the Company, then the CFO will be entitled to severance equal to one and one- half times (1.5x) his total cash compensation.

Upon termination where severance is due and payable, the Employment Agreements also provide that the Executives will be entitled to receive (i) unpaid base salary earned through the termination date; (ii) any restricted shares of common stock that have vested as of the termination date; (iii) all other equity-based awards held by the Executive (which, to the extent subject to time-based vesting, will vest in full at the termination date); (iv) health insurance coverage, including through COBRA, for an 18 month period following the termination date (other than, with respect to the COO and CFO in the event of a termination due to death, disability or non-renewal); and (v) reimbursements of unpaid business expenses.

Non-Competition, Non-Solicitation and Confidentiality. Each Employment Agreement provides that for a two-year period following the termination of the Executive’s employment with us, the Executive will not solicit our employees or consultants or any of our customers, vendors or other parties doing business with us. Pursuant to the Contribution Agreement (as defined below), the CEO has served as Chairmanagreed not to compete with us for a period of three years after the Effective Date (as defined below). Pursuant to the COO and CFO Employment Agreements, each of the COO and CFO has agreed not to compete with us for a period of two years following the termination of their employment with us. Each Employment Agreement also contains covenants relating to the treatment of confidential information, Company property and certain other matters.


Independent Directors

Under the Company’s independent director compensation program in effect until June 5, 2019, the Company paid each independent director an annual retainer of $30,000 (to be prorated for a partial term), with an additional $5,000 annual retainer (to be prorated for a partial term) paid to the Audit Committee chairperson. Each independent director also received $500 for each meeting of the board of directors attended in-person or by telephone.

On April 13, 2019, the Board of Directors voted to change the compensation structure of independent directors. Effective June 5, 2019, the date of the Company’s 2019 annual shareholder meeting, each independent director will receive an annual cash retainer of $70,000, pro-rated for any partial year of service. An additional $20,000 in cash will also be paid to the Lead Independent Director and an additional $15,000 in cash will be paid to the chair of the Audit Committee. In the event that the Company’s stock is listed on a public exchange, each independent director will receive his or her compensation for services on the Board in stock until he or she holds shares of the Company's stock equal to $105,000 (i.e., three times the anticipated cash portion of his or her annual retainer following any such listing), and once the threshold is met, each independent director will receive his or her annual retainer half in shares of stock and half in cash.

In light of the Company’s common stock not being listed on a public exchange during 2019, the decision was made following the April 13, 2019 meeting of the Board of Directors Chief Executive Officerto not pay the full annual cash retainer under the new compensation structure for independent directors and only pay one half of the annual cash retainer during the remainder of 2019. Commencing January 1, 2020, the full annual cash retainer of $70,000 is expected to be paid.

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors. Directors who are also employees of the Company are not entitled to any compensation for services rendered as a director of Vestin Group since April 1999 and a director and CEO of Vestin Realty Mortgage I, Inc., a Maryland corporation and OTC Pink Sheets-listed company (“VRM I”), and Vestin Realty Mortgage II, Inc., a Maryland corporation and OTC Pink Sheets-listed company (“VRM II”), since January 2006. In July 2012, Mr. Shustek became a principal of MVP American Securities. During January 2013, Mr. Shustek became the sole owner of MVP American Securities.

In February 2004, Mr. Shustek became the President of Vestin Group. In 2003, Mr. Shustek became the Chief Executive Officer of Vestin Originations, Inc. In 1995, Mr. Shustek founded Del Mar Mortgage, and has been involved indirector. The Compensation Committee retained FTI Consulting as its independent consultant to provide guidance on various aspects of our independent director compensation program and to assist the real estate industryCompensation Committee in Nevada since 1990. In 1993, he founded Foreclosuresdesigning an executive compensation program.


The following table sets forth information with respect to our independent director compensation during the fiscal year ended December 31, 2019:

Name (1) Fees Earned or Paid in Cash  Total ($) 
 
David Chavez (2)
 
$
11,250
  
$
11,250
 
John E. Dawson (3)  
60,333
   
60,333
 
Robert J. Aalberts  
56,292
   
56,292
 
Nicholas Nilsen  
39,167
   
39,167
 
Shawn Nelson  
63,821
   
63,821
 
Hilda Delgado (4)  
11,666
   
11,666
 
John Alderfer (5)  
6,250
   
6,250
 
William Wells (2)  
11,250
   
11,250
 
Total 
$
260,029
  
$
260,029
 
(1)Mr. Shustek, the Chairman of the Board and our CEO, did not receive compensation for his services on our Board in 2019. Mr. Shustek’s 2019 compensation is described in the section above, titled “Summary Compensation Table.”
(2)The Nominating Committee did not re-nominate Mr. Wells nor Mr. Chavez were in June 2019 at our annual stockholders meeting. Each of these directors served out their terms, which ended on June 5, 2019. The amounts shown in the table above reflect their pro-rated fees for 2019.
(3)Mr. Dawson served as our Lead Independent Director for 2019 and as the chair of the Audit Committee for 2019.
(4)Ms. Delgado resigned from the Board on August 9, 2019.
(5)Mr. Alderfer resigned from the Board on July 16, 2019.

Long-Term Incentive Plan

The Company’s Board of Nevada, Inc.,Directors has adopted a company specializing in non-judicial foreclosures. In 1997, Mr. Shustek was involvedlong-term incentive plan which the Company may use to attract and retain qualified directors, officers, employees and consultants. The Company’s long-term incentive plan will offer these individuals an opportunity to participate in the initial foundingCompany’s growth through awards in the form of, Nevada First Bank. In 1993, Mr. Shustek also started Shustek Investments, a company that originally specialized in property valuations for third-party lenders or investors.

Mr. Shustek has co-authored two books, entitled “Trust Deed Investments,”based on, the topic of private mortgage lending, and “If I Can Do It, So Can You.” Mr. Shustek is a guest lecturer atCompany’s common stock. The Company does not currently expect to issue awards under the University of Nevada, Las Vegas, where he also has taught a courseCompany’s long- term incentive plan prior to such time as the Company’s stock becomes publicly traded, although it may do so in Real Estate Law and Ethics. Mr. Shustek received a Bachelor of Science degree in Finance at the University of Nevada, Las Vegas. Mr. Shustek is highly knowledgeable with regardfuture, including possible equity grants to the business operationsCompany’s independent directors as a form of MVP Icompensation.


The long-term incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, dividend equivalents, other stock-based awards and MVP II. In addition, his participation oncash-based awards to directors, officers, employees and consultants of the Company and the Company’s affiliates selected by the board of directors for participation in the Company’s long-term incentive plan. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the combined companyoutstanding shares of the Company’s common stock on the date of grant of any such stock options. Stock options may not have an exercise price that is essentialless than the fair market value of a share of the Company’s common stock on the date of grant.

The Company’s board of directors or a committee appointed by its board of directors will administer the long-term incentive plan, with sole authority to ensure efficient communicationdetermine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize the Company’s status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under its charter. Unless otherwise determined by the Company’s board of directors, no award granted under the long- term incentive plan will be transferable except through the laws of descent and distribution.

The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the long-term incentive plan. In the event of a transaction between the boardCompany and management. Mr. Shustek was selected to serve as a directorits stockholders that causes the per-share value of the combined company because heCompany’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long- term incentive plan will be adjusted proportionately and the Chief Executive Officerboard of directors will make such adjustments to the long- term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the combined company, has significant real estate experienceoutstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and expansive knowledgethe shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

The Company’s board of directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board may select among participants or among awards in exercising such discretion. The long-term incentive plan will automatically expire on the tenth anniversary of the real estate industry,date on which it is approved by the board of directors and has relationships with chief executives andstockholders, unless extended or earlier terminated by the board of directors. The Company’s board of directors may terminate the long-term incentive plan at any time. The expiration or other senior management at numerous real estate companies.

Allen Wolff will serve as onetermination of the combined company’s independentlong-term incentive plan will not, without the participant’s consent, have an adverse impact on any award that is outstanding at the time the long-term incentive plan expires or is terminated. The board of directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award without the participant’s consent and currently servesno amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan.


During the years ended December 31, 2019 and 2018, no grants were made under the long-term incentive plan.

Compensation Committee Interlocks and Insider Participation

Other than Michael V. Shustek, no member of the Company’s board of directors served as an independent directorofficer, and no member of MVP II. Since December 2014, Mr. Wolff hasthe Company’s board of directors served as Chief Financial Officer for NTN Buzztime, Inc. (NYSE MKT: NTN), a social entertainment and integrated marketing platform. Previous to that, from July 2013 to December 2014, Mr. Wolff served as Co-Founder and Financial Strategist for PlumDiggity, LLC, a financial and marketing strategy firm. From January 2011 to July 2013, Mr. Wolff served as Chief Financial Officer and director for 365 Retail Markets, LLC, a micro-market self-checkout POS technology firm, and from January 2006 to January 2011, Mr. Wolff served as Co-Founder and Chief Financial Officer of Paysimple, Inc., a provider of payment management solutions. From January 2003 to July 2009, Mr. Wolff served as President and Chief Financial Officer of The Conclave Group, LLC, a real estate industry publication serving 12,000 apartment communities nationwide. Mr. Wolff received his Bachelor’s Degree from the University of Michigan, and his Master of Business Administration Degree from the R.H. Smith School of Business at the University of Maryland. Mr. Wolff was selected to serve as an independent directoremployee, of the combined company becauseCompany or any of his public company accounting and financial reporting expertise, as well as his experience with real estate transactions.

David Chavez will serve as oneits subsidiaries during the year ended December 31, 2019. In addition, during the year ended December 31, 2019, none of the combined company’s independent directors and currently serves as an independent director of MVP II. Since 2009, Mr. Chavez hasCompany’s executive officers served as Chief Executive Officer of Assured Strategies, LLC, a strategic consulting, coaching and advisory firm. From 1996 to 2007, Mr. Chavez served as Chief Executive Officer of the Chavez & Koch, a Professional Corporation, Certified Public Accountants (CPA’s), Ltd., certified public accounting firm, and from 1995 to 1996, he was a private business and financial consultant. From 1991 to 1995 Mr. Chavez worked with Arthur Andersen’s Las Vegas office, taking several companies public, and working on auditing as well as consulting. Mr. Chavez received a Bachelor of Science in Business Administration Degree, with a concentration in Accounting, from the University of Nevada, Las Vegas. Mr. Chavez was selected to serve as an independent director of the combined company because of his accounting and financial reporting expertise and his experience in the strategic consulting industry.

Erik A. Hart will serve as one of the combined company’s independent directors and currently serves as an independent director of MVP II. Since May 2012, Mr. Hart has served as Managing Partner for Romandad Partners and the Romandad Trust. Previous to that, from 2001 to July 2013, Mr. Hart practiced law at The Law Offices of

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Erik A. Hart, and from 1998 to 2001, Mr. Hart was a lawyer for the Business Affairs and Business Development Department of the Spelling Entertainment Group, Inc., formerly Republic Entertainment, Inc. Mr. Hart received his Bachelor’s Degree from the University of the Pacific, and his Juris Doctor from McGeorge School of Law. Mr. Hart is a member of the California Bar and reactivated his California bar license and plans to keep it active indefinitely. Mr. Hart was selected to serve as an independent directorCompensation Committee (or other committee of the combined company becauseCompany’s board of his finance experience, including experience analyzing and investingdirectors performing equivalent functions or, in REITs,the absence of any such committee, our entire board of directors) of any entity that has one or more executive officers serving as well as his corporate law experience.

John E. Dawson will serve as onea member of the combined company’s independent directors and currently serves as an independent director of MVP I and MVP II. He has been a director of MVP I since its inception. He was a director of Vestin Group from March 2000 to December 2005, was a director of VRM I, from March 2007 until he resigned in November 2013 and was a director for VRM I from March 2007 until January 2008. Since January of 2015 Mr. Dawson has been a Partner at the International law firm of Dickinson Wright PLLC. Mr. Dawson was a partner of the Las Vegas law firm of Lionel Sawyer & Collins from 2005 until its closing in December of 2014. Previous to that, from 1995 to 2005, Mr. Dawson was a partner at the law firm of Marquis & Aurbach. Mr. Dawson received his Bachelor’s Degree from Weber State and his Juris Doctor from Brigham Young University. Mr. Dawson received his Masters of Law (L.L.M.) in Taxation from the University of San Diego in 1993. Mr. Dawson was admitted to the Nevada Bar in 1988 and the Utah Bar in 1989. Mr. Dawson was selected to serve as an independent director of the combined company due to his legal background and significant experience in the real estate industry and his experience as a public company director.

Biographical Information for Non-Director Nominee Executive Officers

Ed Bentzen was appointed as our Chief Financial Officer (CFO) on June 14, 2016. In addition, Mr. Bentzen was appointed the CFO of MVP I on June 14, 2016. From August 2013, Mr. Bentzen has been the Chief Financial Officer of Western Funding, Inc., a subsidiary of Westlake Financial Services, a company that specializes in sub-prime auto financing. From January 2013 to August 2013, Mr. Bentzen was the Assistant Vice President of Finance for Western Funding and from October 2010 through January 2013, he was the corporate controller of Western Funding. Previous to his experience at Western Funding, Mr. Bentzen served in the capacity of Financial Analyst from January 2006 to April 2007 and then as corporate controller from April 2007 to October 2010 of VRM I and VRM II, which are the owners of the Advisor. Mr. Bentzen received his BS in Hotel Administration from the University of Nevada Las Vegas in 1999 and his Masters of Science in Accountancy from the University of Nevada Las Vegas in 2007. In 2005 he passed the Certified Internal Auditor’s exam and received his CIA Certification from the Institute of Internal Auditors (currently inactive status).

19

CORPORATE GOVERNANCE

Board of Directors

We operate or Compensation Committee.


CORPORATE GOVERNANCE
Board of Directors

The Company operates under the direction of ourthe Company’s board of directors, the members of which are accountable to usthe Company and ourthe stockholders as fiduciaries. The board of directors is responsible for directing the management of ourthe Company’s business and affairs.


The board of directorsCompany has retained the Advisor to manage our day-to-day affairs and to implement our investment strategy, subject to the board of directors' direction, oversight and approval.

We have a total of five directors, four of whom are independent of us,from the former Advisor, MVP Capital Partners II our sponsor (the “Sponsor”), and ourtheir respective affiliates as determined in accordance with the North American Securities Administrators Association's Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007, or the NASAA REIT Guidelines. The NASAA REIT Guidelines require ourthe Company’s charter to define an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with ourthe Sponsor or the former Advisor. A director is deemed to be associated with ourthe Sponsor or the former Advisor if he or she owns any interest in, is employed by, is an officer or director of, or has any material business or professional relationship with ourthe Sponsor, the former Advisor or any of their affiliates, performs services (other than as a director) for us,the Company, or serves as a director or trustee for more than three REITs sponsored by ourthe Sponsor or advised by the former Advisor. A business or professional relationship will be deemed material per se if the gross revenue derived by the director from ourthe Sponsor, the former Advisor or any of their affiliates exceeds five percent of (1) the director'sdirector’s annual gross revenue derived from all sources during either of the last two years or (2) the director'sdirector’s net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director'sdirector’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-lawsisters-in- law is or has been associated with us, ourthe Company, the Sponsor, the former Advisor or any of its affiliates. OurThe Company’s board of directors has determined that each of Allen Wolff, David Chavez, Erik HartJohn Dawson, Robert J. Aalberts, Nicholas Nilsen and John DawsonShawn Nelson qualifies as an independent director under the NASAA REIT Guidelines.

We refer


The Company refers to ourthe directors who are not independent as ourthe “affiliated directors.” Currently, ourthe only affiliated director is Michael V. Shustek.

Our


On August 6, 2018, John Dawson was appointed as sole Chairman by the Board of Directors. On April 13, 2019, the Board of Directors decided to combine the roles of Chairman and Chief Executive Officer, appointing Michael Shustek as Chairman, and appointing John Dawson as Lead Independent Director.

The Company’s charter provides that the number of directors shall beis currently five, which number may be increased or decreased as set forth in the bylaws. OurThe Company’s charter also provides that a majority of the directors must be independent directors and that at least one of the independent directors must have at least three years of relevant real estate experience. The independent directors willare required to nominate replacements for vacancies among the independent directors.

Ourdirectors under the charter.


The Company’s board of directors is elected by ourthe Company’s common stockholders on an annual basis. Any director may resign at any time and may be removed with or without cause by the stockholders upon the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast generally in the election of directors. The notice of any special meeting called to remove a director will indicate that the purpose, or one of the purposes, of the meeting is to determine if the director will be removed.

We have


The Company has elected, pursuant to an election under Subtitle 8 of Title 3 of the Maryland General Corporation Law, to provide that except as may be provided in the terms of any class or series of preferred stock, anya vacancy on the boardour Board of directorsDirectors may be filled only by a vote of a majority of the remaining directors even if such directors do not constitute a quorum, and for the remainder of the full term of the directorship in which the vacancy occurred and, in the case of an independent director, the director must also be nominated by the remaining independent directors.


Following the Annual Meeting the Board will consist of four directors, three of whom are independent from the former Advisor, the Sponsor and their respective affiliates.

Responsibilities of Directors


The responsibilities of the members of the boardBoard of directorsDirectors include:


approving and overseeing our overall investment strategy, which will consistconsists of elements such as investment selection criteria, diversification strategies and asset disposition strategies;
approving and overseeing our debt financing strategies;
approving joint ventures and other such relationships with third parties;
approving a potential liquidity transaction;
determining our distribution policy and authorizing distributions from time to time; and
approving amounts available for repurchases of shares of our common stock.

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20

The directors are accountablehave duties to us and our stockholdersthe Company arising from their capacity as fiduciaries.directors of the Company. This means that the directorseach director must perform theirhis or her duties in good faith and in a manner each director believes to be in ourthe Company's best interests. Further, our directorseach director must act with such care as an ordinarily prudent person in a like position would use under similar circumstances, including exercising reasonable inquiry when taking actions. Our directors and executive officers will serve until their successors are elected and qualify. The directors are not required to devote all of their time to ourthe Company's business and are only required to devote such time to ourthe Company's affairs as their duties require. The directors meet quarterly or more frequently as necessary.

We


The Company will follow investment guidelines adopted by our boardthe Board of directorsDirectors and the investment and borrowing policies described in thisour annual report unless they are modified by our directors. Our boardThe Board of directorsDirectors may establish furtheradditional written policies on investments and borrowings and shallwill monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled and are in the best interests of our stockholders.the Company. Any change in our investment objectiveslimitations as set forth in ourthe Company's charter must be approved by the stockholders.


In order to reduce or eliminate and address certain potential conflicts of interest, ourthe Company's charter requires that a majority of our boardthe Board of directorsDirectors (including a majority of the independent directors) not otherwise interested in the transaction approve any transaction with any of ourthe Company's directors, ourthe Sponsor, the Advisor, or any of their affiliates.

Board Committees

The Board of Directors has delegated various responsibilities and authority to three standing committees and one special committee. Each committee regularly reports on its activities to the full Board of Directors. The Audit Committee, the Compensation Committee, the Nominating Committee and the Special Committee are composed entirely of independent directors will also be responsible for reviewing from time to time but at least annually (1)directors. The table below sets forth the performancecurrent membership of the Advisor and determining that the compensation to be paid to the Advisor is reasonable in relation to the nature and quality of services performed; (2) that our total fees and expenses are otherwise reasonable in light of our investment performance, our net assets, our net income, the fees and expenses of other comparable unaffiliated REITs and other factors deemed relevant by our independent directors; and (3) that the provisionsthree standing committees of the advisory agreement are being carried out. Each such determination shall be reflected in the applicable board minutes.

Board Committees

Our board of directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full board of directors meeting, provided that the majority of the members of each committee are independent directors.

Directors.



NameAuditCompensationNominating and Corporate Governance
John Dawson
Chair
Robert J. Aalberts
Chair
Nicholas Nilsen
XChairX
Shawn Nelson
XX

Audit Committee


The audit committeeAudit Committee meets on a regular basis, at least quarterly and more frequently as necessary. The audit committee'sAudit Committee's primary function is to assist the boardBoard of directorsDirectors in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established and the audit and financial reporting process. The audit committeeAudit Committee is comprised of threetwo directors, alleach of whom are independent directors, and one of whom iswhich has been deemed an audit committeeAudit Committee financial expert. Our audit committeeThe Company’s Audit Committee consists of John Dawson David Chavez and Allen Wolff.Nicholas Nilsen. Mr. Dawson serves as chair of the Audit Committee. The Board of Directors also determined that Mr. Dawson meetsNilsen met the audit committeeAudit Committee financial expert requirements. ForThe Audit Committee held four meetings in the yearsyear ended December 31, 20162019. The Audit Committee charter is available at http://www.theparkingreit.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement.

Compensation Committee

The Compensation Committee establishes and 2015,oversees the auditCompany's compensation programs and arrangements applicable to its executive officers, including, without limitation, salary, incentive compensation, equity compensation and perquisite programs, and amounts to be awarded or paid to individual officers under those programs and arrangements, or make recommendations to the Board regarding approval of the same. The Company's Compensation Committee consists of three independent directors: Nicholas Nilsen, Robert Aalberts and Shawn Nelson. Mr. Nilsen serves as chair of the Compensation Committee. The Compensation Committee held three meetings in the year ended December 31, 2019. The Compensation Committee charter is available at http://www.theparkingreit.com.
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Nominating Committee

The Nominating Committee is responsible for establishing the requisite qualifications for directors, identifying and recommending the nomination of individuals qualified to serve as directors and recommending directors for each board committee. The Nominating Committee also establishes corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards and recommends to the Board of Directors the corporate governance guidelines applicable to the Company. The Nominating Committee will consider candidates recommended by stockholders. The Company's Nominating Committee consists of Shawn Nelson as Nominating Committee Chair, with Robert Aalberts and Nicholas Nilsen as committee members. The Nominating Committee held fourtwo meetings in the year ended December 31, 2019. The Nominating Committee charter is available at http://www.theparkingreit.com.

Special Committees

On May 31, 2019, an alleged stockholder filed a class action lawsuit alleging direct and zero meetings, respectively.

Nominatingderivative claims against the Company, certain of our officers and directors, the Advisor, VRM I, and VRM II in the Circuit Court for Baltimore City, captioned Arthur Magowski v. The Parking REIT, Inc., et. al, No. 24-C-19003125 (filed on May 31, 2019) (the “Magowski Complaint”). On July 16, 2019, the Board established a demand review committee of two independent directors to investigate the allegations of wrongdoing made in the Magowski Complaint and to make a recommendation to the Board regarding a response to the stockholder demand letter. On September 27, 2019, the Board replaced the demand review committee with a special litigation committee comprised of one independent director, Shawn Nelson. The special litigation committee is responsible for investigating the allegations of wrongdoing made in the letter and making a final determination regarding the Company’s response to the demand.


Code of Ethics and Corporate Governance Committee

We do not have a separate nominating and corporate governance committee. We believe that our board of directors is qualified to perform the functions typically delegated to a nominating and corporate governance committee and that the formation of a separate committee is not necessary at this time. Instead, our full board of directors performs functions similar to those which might otherwise normally be delegated to such a committee, including, among other things, developing a set of corporate governance principles, adopting a code of ethics, adopting objectives with respect to conflicts of interest, monitoring our compliance with corporate governance requirements of state and federal law, establishing criteria for prospective members of our board of directors, conducting candidate searches and interviews, overseeing and evaluating our board of directors and our management, evaluating from time to time the appropriate size and composition of our board of directors and recommending, as appropriate, increases, decreases and changes to the composition of our board of directors and formally proposing the slate of directors to be elected at each annual meeting of our stockholders.

Compensation Committee

Our board of directors believes that it is appropriate for our board of directors not to have a standing compensation committee based upon the fact that our executive officers and our affiliated directors do not receive compensation directly from us for services rendered to us, and we do not intend to pay compensation directly to our executive officers or our affiliated directors. Our independent directors receive certain compensation from us, which is described in more detail under “Executive Compensation.”

Guidelines


21

Code of Ethics

We haveThe Company has adopted a Code of Business Conduct and Ethics or the Code(the “Code of Ethics,Ethics”), which contains general guidelines for conducting ourthe Company's business and is designed to help directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. The Code of Ethics applies to all of ourthe Company's officers, including ourthe Company's principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions, andas well as all members of our boardthe Board of directors.Directors. The Code of Ethics covers topics including, but not limited to, conflicts of interest, record keeping and reporting, payments to foreign and U.S. government personnel and compliance with laws, rules and regulations. WeThe Company will provide to any person without charge a copy of ourthe Code of Ethics, including any amendments or waivers, upon written request delivered to ourthe Company's principal executive office at the address listed on the frontcover page of this proxy statement.


Board Meetings and Annual Stockholder Meeting


The boardBoard of directorsDirectors held one meeting23 meetings during the fiscal year ended December 31, 2016.2019. Each director attended at least 75% of the combined number ofboard and committee meetings of the board of directors and meetings of committees on which he served during the period in 2016 in which he served as a director or member of such committee, as applicable.in 2019. Although we dothe Company does not have a formal policy regarding attendance by members of our boardthe Board of directorsDirectors at ourthe Company's Annual Meeting of Stockholders, we encouragethe Company encourages all of our directors to attend.


Communication with Directors

We have


The Company has established procedures for stockholders or other interested parties to communicate directly with our boardthe Board of directors.Directors. Such parties can contact the board by mail at: John Dawson, ChairmanLead Independent Director of the MVP II audit committee,The Parking REIT, Inc., c/o Corporate Secretary, 8880 W. Sunset9130 West Post Road, Suite 340,200, Las Vegas, NevadaNV 89148.


The chairman of the audit committeeLead Independent Director will receive all communications made by these means and will distribute such communications to such member or members of our boardthe Board of directorsDirectors as he or she deems appropriate, depending on the facts and circumstances outlined in the communication received. For example, if any questions regarding accounting, internal controls and auditing matters are received, they will be forwarded by the chairman of the audit committeeLead Independent Director to the members of the auditAudit Committee for review.

-17-

Criteria for Selecting Directors

In evaluating candidates, our Nominating Committee will consider an individual's business and professional experience, the potential contributions they could make to our Board and their familiarity with our business. Our Nominating Committee will consider candidates recommended by our directors, members of our management team and third parties. Our Nominating Committee will also consider candidates suggested by our stockholders. We do not have a formal process established for this purpose.

We do not have a formal diversity policy with respect to the composition of our Board. However, our Nominating Committee seeks to ensure that the Board is composed of directors whose diverse backgrounds, experience and expertise will provide the Board with a range of perspectives on matters coming before the Board.

Stockholders may contact our Nominating Committee if they wish the committee for review.

to consider a proposed candidate. Stockholders should submit the names of any candidates in writing, together with background information about the candidate, and send the materials to the attention of the Company's secretary at the following address: 9130 West Post Road, Suite 200, Las Vegas, NV 89148.
-18-


22

PROPOSAL 9 –NO. 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The audit committeeAudit Committee of our boardBoard of directorsDirectors has appointed the accounting firm of RSMRBSM LLP to serve as our independent registered public accountants for the fiscal year ending December 31, 2017. RSM2020. RBSM LLP is considered by our management to be well qualified.

RBSM


On April 29, 2018, the Company dismissed RSM US LLP, (“RBSM”) served as our independent registered public accountants for the fiscal year ending December 31, 2016. On May 19, 2017, thean international audit, committee dismissed RBSMtax and consulting firm (“RSM”), as the Company's independent registered public accounting firm.

The dismissal of RSM was approved by a majority of the members of the Audit Committee. RSM was engaged to audit report of RBSM on the consolidatedCompany's financial statements of the Company as of and for the period from May 4, 2015 (DATE OF INCEPTION) through December 31, 2015 and for the year ended December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, and2017; however, the audit was not qualified or modified ascompleted, and no audit report was ever issued by RSM to uncertainty, audit scope or accounting principles.

the Company. During the two most recent fiscal years and the period from January 1, 2017 through May 19, 2017,term of RSM's engagement, there werewere: (i) no disagreements with RBSMbetween the Company and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

During the Company's two most recent fiscal years ended December 31, 2015 and 2016 and the period from January 1, 2017 through May 19, 2017, the Company didprocedure, which disagreement, if not consult with RSM on (i) the application of accounting principlesresolved to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's consolidated financial statements, and RSM did not provide either a written report or oral adviceRSM's satisfaction, would have caused it to make reference to the Companysubject matter of the disagreement in connection with its report, and (ii) no reportable events (as that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of any disagreement, asterm is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

S-K).


On April 30, 2018, the Company re-engaged RBSM LLP, the Company's prior independent registered public accounting firm, effective immediately. RBSM previously served as the Company's independent registered public accounting firm from its formation until the Company's dismissal of RBSM LLP on May 19, 2017. During the Company's prior engagement of RBSM LLP, RBSM LLP reported on the Company's financial statements for the period from May 4, 2015 (date of inception) through December 31, 2015 and for the year ended December 31, 2016.

We are asking our common stockholders to ratify the appointment of RSMRBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2020. Although the ratification is not required by our charter, our bylaws or other governing documents or applicable law, the Board is submitting the appointment of RSMRBSM LLP to our common stockholders for ratification as a matter of good corporate practice. Even if the common stockholders ratify the appointment, our audit committeeAudit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of us and our stockholders.

the Company.


We expect that a representative of RSMRBSM LLP will be present telephonically at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.


Vote Required


The affirmative vote of a majority of the votes cast by common stockholders present in person or by proxy at the meeting is required to approve this proposal. For purposes of this vote, abstentions will not be counted as votes cast and will have no effect on the result of the vote for this proposal, although they and broker non-votes will be considered present for the purpose of determining the presence of a quorum. Broker non-votes will not arise in connection with this proposal because brokers may vote in their discretion on behalf of clients who have not furnished voting instructions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL.


23

Principal Accounting Fees and Services

Fees Paid to Our Prior Independent Registered Public Accounting Firm

For the yearyears ended December 31, 20162019 and during the period from May 4, 2015 (date of inception) through December 31, 2015,2018 RBSM LLP, our prior independent public accounting firm, billed the Company approximately $405,000 and $520,000, respectively, for their professional services rendered as follows:

 
December 31,
2016
For the period
May 4, 2015
(date of inception)
December 31,
2015
Audit Fees
$
61,000
 
$
—
 
Audit Related Fees
$
7,500
 
$
34,000
 
Tax Fees
$
—
 
$
—
 
All Other Fees
$
—
 
$
—
 
services.

RBSM did not perform any non-audit services for us during

For the year ended December 31, 2016 and during2018, RSM, our former independent public accounting firm, billed the period May 4, 2015 (date of inception) throughCompany approximately $443,000 for their professional services.

For the year ended December 31, 2015.

2019 and 2018, Armanino, LLP (“Armanino”) and HCVT LLP (“HCVT”), additional independent accounting firms providing tax services, billed the Company approximately $98,000 and

$219,000, respectively, for their professional services.
-19-

  RBSM 12/31/2019  RBSM 12/31/2018  RSM 12/31/2019  RSM 12/31/2018  Armanino 12/31/2019  HCVT 12/31/2018 
Audit Fees 
$
480,000
  
$
420,000
  
$
--
  
$
343,000
  
$
--
  
$
--
 
Audit Related Fees 
$
--
  
$
--
  
$
--
  
$
--
  
$
--
  
$
--
 
Tax Fees
 
$
--
  
$
--
  
$
--
  
$
--
  
$
98,000
  
$
219,000
 
All Other Fees
 
$
--
  
$
25,000
  
$
--
  
$
100,000
  
$
--
  
$
--
 
Total 
$
480,000
  
$
445,000
  
$
--
  
$
443,000
  
$
98,000
  
$
219,000
 

Audit fees.Consists of fees billed for the audit of ourthe Company's annual financial statements, review of ourthe Company's Form 10-K, review of ourthe Company's interim financial statements included in ourthe Company's Form 10-Q10- Q and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.


Audit-related fees.Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of ourthe Company's financial statements and are not reported under “Audit Fees”,Fees,” such as acquisition audit, and audit of ourthe Company's financial statements, and review of our Form 8-K, review of the Company's registration statement on Form S-11 and Form S-4 filings.


Tax fees.Consists of professional services rendered by a company aligned with ourthe Company's principal accountant for tax compliance, tax advice and tax planning.

Other


All other fees.The services provided by ourthe Company's accountants within this category consisted of advice and other services.


Pre-Approval Policy


The audit committeeAudit Committee has direct responsibility to review and approve the engagement of the independent auditors to perform audit services or any permissible non-audit services. All audit and non-audit services to be provided by the independent auditors must be approved in advance by the audit committee.Audit Committee. The audit committeeAudit Committee may not engage the independent auditors to perform specific non-audit services proscribed by law or regulation. All services performed by our independent auditors under engagements entered into were approved by our audit committee,the Company's Audit Committee, pursuant to ourthe Company's pre-approval policy, and none was approved pursuant to the de minimis exception to the rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 10A(i)(1)(B), on pre-approval.

-20-

AUDIT COMMITTEE REPORT


Management of The followingParking REIT, Inc. (the “Company”) is responsible for the reportCompany's financial statements, internal controls, accounting and financial reporting processes and compliance with applicable laws and regulations. The independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCOAB”) and an independent audit of the effectiveness of the Company's internal control over financial reporting in accordance with the standards of the PCAOB, and for expressing their opinions thereon. The responsibility of the Audit Committee (the “Audit Committee”“Committee”) of the Board of Directors (the “Board”) of MVP REIT II, Inc. (the “Company”)the Company is to provide general oversight of the foregoing matters, as well as engaging the Company's independent registered public accounting firm and establishing the terms of retention.

The following is the report of the Committee with respect to the Company's consolidated audited financial statements for the fiscal year ended December 31, 2016.2019. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, or subject to Regulation 14A or 14C, other than as provided in this Item, or to the liabilities of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Such information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.


Review with Management


The Audit Committee has reviewed and discussed the Company's audited financial statements with management.


Review and Discussions with Independent Registered Public Accountants


The Audit Committee has discussedmet and held discussions with management and RBSM LLP, the Company's independent registered public accountants foraccounting firm. Management represented to the fiscal year ending December 31, 2016,Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and the Committee has reviewed and discussed the audited consolidated financial statements with management and RBSM LLP. The Committee discussed with RBSM LLP, the matters required to be discussed by the Statement on Auditing

24

Standards No. 61,1301, Communication with Audit Committees, as amended, (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, which includes, among other items, matters related toissues regarding the conduct of the audit, accounting and auditing principles and practices, and the adequacy of internal controls that could significantly affect the Company's consolidated financial statements.


The Audit Committee has also received the written disclosures and the letter from RBSM LLP required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant's communications with audit committeesCommittee concerning independence and the Committee has discussed with RBSM LLP its independence fromwith respect to the Company for the fiscal year ending December 31, 2016.

2019. The Committee has reviewed the original proposed scope of the audit and fees.


Conclusion


Based on the review and discussions referred to above, the Audit Committee recommended to the Company's Board that the Company's audited financial statements be included in the Company's Annual Report filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2016.

The Audit Committee:

John Dawson
David Chavez
Allen Wolff

NO INCORPORATION BY REFERENCE OR DEEMED FILING

Notwithstanding anything to the contrary set forth in any of our previous or future filings made under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate this Proxy Statement or future filings made2019.

Submitted by us under those statutes, the Audit Committee Report and the Audit Committee Charter referred to in this Proxy Statement are not deemed to be filed with the SEC and shall not be deemed incorporated by reference into any of those prior filings or any future filings made by us under those statutes.

Audit Committee Charter

The Board has established and adopted a written charter for the board’s audit committee. The charter for the audit committee addresses the committee’s purpose, authority, and responsibilities, and contains other provisions relating to, among other matters, membership and meetings. Our Board may from time to time establish other committees to facilitate the management of the Company.

Board of Directors, John Dawson, Chair

Nicholas Nilsen

25


PROPOSAL 10: PERMIT THE BOARD TO
ADJOURN THE ANNUAL MEETING

The tenth proposal is to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposals 1 through 9 if there are not sufficient votes for any of such proposals.

Vote Required

The affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the meeting is required to approve this proposal. For purposes of this vote, abstentions and broker-non votes, if any, will not be counted as votes cast and will have no effect on the result of the vote for this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies received will be voted FOR approval of this proposal unless stockholders designate otherwise.

THE BOARD UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE BOARD WHO ARE ALSO MEMBERS OF THE MVP I BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL.

26

EXECUTIVE COMPENSATION

Executive Officers

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us. Each of our executive officers, including each executive officer who serves as a director, is employed by our Sponsor and also serves as an executive officer of the Advisor. Each of these individuals receives compensation from our Sponsor for his or her services, including services performed for us and for the Advisor. As executive officers of the Advisor, these individuals manage our day-to-day affairs and carry out the directives of our board of directors in the review and selection of investment opportunities and oversee and monitor our acquired investments to ensure they are consistent with our investment objectives. The duties that these executive officers perform on our behalf also serve to fulfill the corporate governance obligations of these persons as our appointed officers pursuant to our charter and bylaws. As such, these duties involve the performance of corporate governance activities that require the attention of one of our corporate officers, including signing certifications required under the Sarbanes-Oxley Act of 2002, as amended, for filing with our periodic reports. Although we reimburse the Advisor for certain expenses incurred in connection with providing these services to us, we do not pay any compensation directly to our executive officers.

Independent Directors

We pay each of our independent directors an annual retainer of $30,000 (to be prorated for a partial term), plus the audit committee chairperson receives an additional $5,000 annual retainer (to be prorated for a partial term). Each independent director also receives $1,000 for each meeting of the board of directors attended in-person or by telephone.

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings of the board of directors. If a director is also one of our officers, we do not pay any compensation to such person for services rendered as a director. The following table sets forth information with respect to our independent director compensation during the fiscal year ended December 31, 2016:

Name
Fees Earned
or Paid
in Cash
Stock
Awards ($)
Option
Awards ($)
Non-Equity
Incentive Plan
Compensation ($)
Change in Pension
Value and Nonqualified
Deferred Compensation
Earnings
All Other
Compensation
(1) ($)
Total ($)
Allen Wolff
$
48,500
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 
$
48,500
 
David Chavez
$
47,500
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 
$
47,500
 
Erik Hart
$
46,500
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 
$
46,500
 
John Dawson
$
54,750
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 
$
54,750
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
197,250
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
$
197,250
 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


Conflicts of Interests

We are


The Company is subject to various conflicts of interest arising out of ourthe Company's relationship with the Company’s former Advisor and other affiliates, including (1) conflicts related to the compensation arrangements between the former Advisor, certain affiliates and us,the Company, (2) conflicts with respect to the allocation of the time of the former Advisor and its key personnel and (3) conflicts with

27

respect to the allocation of investment opportunities. OurThe Company's independent directors have an obligation to function on ourthe Company's behalf in all situations in which a conflict of interest may arise and will have a fiduciary obligation to act on behalf of the stockholders.


Certain Conflict Mitigation Measures

In order to reduce or mitigate certain potential conflicts of interests, the Company has adopted the procedures set forth below, which includes procedures imposed by the NASAA REIT Guidelines. The transactions described below were approved by a majorityCompany will no longer be subject to the requirements of the Company’s board of directors (including a majority of the independent directors) not otherwise interested in such transaction as fairNASAA REIT Guidelines if and reasonable towhen the Company lists its shares on a national securities exchange and on terms and conditions no less favorable to the Company than those available from unaffiliated third parties.

amends it charter.


Ownership of Company Stock


As of December 31, 2016,2019, the Sponsor owned 8,0009,107 shares, VRM II owned 844,960 shares and VRM III owned 5,000456,834 shares of the Company’s outstanding common stock.

Ownership of MVP I

On November 5, 2016, the Company purchased 338,409 shares of MVP I common stock from an unrelated third party for $3.0 million or $8.865 per share. During the year ended December 31, 20162018, VRM II and during the three months ended March 31, 2017, MVPVRM I paid us,received approximately $34,000$33,000 and $52,000$19,000 in distributions respectively, related to our ownership of MVP I common stock.

Houston Preston (Property Transfer)

During April 2017, MVP I reduced its ownership interest in MVP Houston Preston Lot from 80% to 40%,under the Company’s distribution reinvestment program (“DRIP”). No DRIP distributions were received by selling a portion of its ownership to us for $1.12 million. This transaction was completed at par value with no gain or loss recorded by MVP I or us. Our ownership interest in MVP Houston Preston Lot increased from 20% to 60% and, as of May 1, 2017, we are considered the controlling party.

Acquisition Expense

Duringeither entity during the year ended December 31, 2016, JNL Parking, a brokerage and consulting company specializing in2019 due to the parking industry and co-founded bysuspension of the Advisor’s former Chief Investment Officer and former Chief Technology Officer (their employment ended during August 2016), earned fees of approximately $78,000, equal to a 1% commission on purchases. JNL Parking may continue to receive broker fee from the Company, for deals in which John Roy and Lance Miller acted as brokers, after their employment ended with the Company.

DRIP program.


Ownership of the Advisor


VRM I and VRM II own 40% and 60%, respectively, of the Company’s former Advisor. Neither VRM I nor VRM II paid any up-front consideration for these ownership interests, but each willagreed to be responsible for its proportionate share of future expenses of the former Advisor. The operating agreement of the Advisor provides that once VRM I and VRM II have been repaid in full for any capital contributions to the Advisor or for any expenses advanced on the Advisor’s behalf, or capital investment, and once they have received an annualized return on their capital investment of 7.5%, then Michael Shustek will receive 40% of the net profits of the Advisor.


Fees Paid in Connection with the Offering of the Company’s Common Stock

Various affiliates of ours were involved in our initial public offering and are involved in our operations, including MVP American Securities. MVP American Securities is owned by MS MVP Holdings, LLC, which is owned and managed by Mr. Shustek. Additionally, our board of directors, including a majority of our independent directors, may engage an affiliate of the Advisor to perform certain property management services for us. The Sponsor and its affiliates paid selling commissions of up to 6.5% of gross offering proceeds from the sale of shares in the primary offering without any right to seek reimbursement from us.

Our Sponsor and its affiliates were also permitted to pay non-affiliated selling agents a one-time fee separately negotiated with each selling agent for due diligence expenses, subject to the total underwriting compensation limitation set forth below. Such commissions and fees were paid by the Sponsor or its affiliates (other than us) without any right to seek reimbursement from us.

28

Fees Paid in Connection with the Offering of the Company’s– Preferred Stock

On March 24, 2017, we closed a private placement of shares of our Series A Convertible Redeemable Preferred Stock.


In connection with the private placement weof the Series A and Series 1 preferred stock, the Company paid selling commissions of up to 6.0% of gross offering proceeds from the sale of shares in the private placement,placements, including sales by affiliated and non-affiliated selling agents.

On April 7, 2017, we commenced a private placement of shares of our Series 1 Convertible Redeemable Preferred Stock. In connection with During the private placement, we may payyear ended December 31, 2018, the Company paid approximately $0.8 in selling commissions, of upwhich $0.2 was paid to 6.0% of gross offering proceeds from the sale of shares in the private placement, including sales by affiliated and non-affiliated selling agents.

We may pay


The Company paid non-affiliated selling agents a one-time fee separately negotiated with each selling agent for due diligence expenses of up to 2.0% of gross offering proceeds. WeThe Company also may paypaid a dealer manager fee to MVP American SecuritiesAMS of up to 2.0% of gross offering proceeds from the sale of the shares in the private placements as compensation for acting as dealer manager.

Fees Paid in Connection with the Operations of the Company

Pursuant to our existing advisory agreement, the Advisor or its affiliates receives an acquisition fee of 2.25% of the purchase price of any real estate. However, the Company does not pay any fees when acquiring loans from affiliates. During the year ended December 31, 2016 and2018, the three months ended March 31, 2017,Company paid approximately $1.2 million and $1.1 million, respectively, in acquisition fees$0.2 to AMS as compensation.


No shares of Series A or Series 1 preferred stock were earned by the Advisor.

The Advisor or its affiliates may be reimbursed for actual expenses paid or incurred in the investment. Duringsold during the year ended December 31, 2016 and the three months ended March 31, 2017, no acquisition expenses have been reimbursed2019.



Internalization Transactions

Prior to the Advisor.

Pursuant to our existing advisory agreement,Internalization, the former Advisor or its affiliates receive a monthlyreceived an asset management fee at an annuala rate equal to 1.0%1.1% of the cost of all assets then held by the Company, or the Company’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement. AssetPursuant to the Amended and Restated Advisory Agreement, the asset management feesfee could not exceed $2 million per annum until the earlier of such time, if ever, that (i) the Company holds assets with an appraised value equal to or in excess of $500,000,000 or (ii) the Company reports AFFO equal to or greater than $0.3125 per share of common stock (an amount intended to reflect a 5% or greater annualized return on $25.00 per share of common stock) for two consecutive quarters, on a fully diluted basis. All amounts of the yearasset management fee in excess of $2 million per annum, plus interest thereon at a rate of 3.5% per annum, would be due and payable by the Company no later than ninety (90) days after the condition for payment is satisfied. For the years ended December 31, 20162019 and 2018, asset management fees of approximately $0.9 and $2.0 million, respectively, had been earned by the three months ended March 31, 2017 were approximately $197,000former Advisor. From and $237,000, respectively.

after May 29, 2018 (or the Valuation Date), the asset management fee was to be calculated based on the lower of the value of the Company’s assets and their historical cost. The Company reimbursesceased payment of asset management fees effective April 1, 2019, as a result of the Internalization.


The Company was obligated to reimburse the former Advisor or its affiliates for costs of providing administrative services, subject to the limitation that we willit would not reimburse the former Advisor for any amount by which the Company’s operating expenses, at the end of the four preceding fiscal quarters (commencing after the quarter in which we make the Company’sCompany made its first investment), exceed the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income in connection with the selection or acquisition of an investment, whether or not the Company ultimately acquires, unless the excess amount iswas approved by a majority of the Company’s independent directors. We doThe Company was not permitted to reimburse the former Advisor for personnel costs in connection with services for which the former Advisor receivesreceived a separate fee, such as an acquisition fee, disposition fee or debt financing fee, or for the salaries and benefits paid to the Company’s executive officers. In addition, we dothe Company was not entitled to reimburse the former Advisor for rent or depreciation, utilities, capital equipment or other costs of its own administrative items. During the year ended December 31, 2016 and the three months ended March 31, 2017, no2018, approximately $2.7 million in operating expenses have beenwere incurred by the Company reimbursable to the Advisor.

Termination During the year ended December 31, 2018, approximately $2.5 million had been reimbursed to the Advisor. During the year ended December 31, 2019, approximately $1.4 million in operating expenses were incurred by the former Advisor, on behalf of the Company, and Feewere reimbursed to the former Advisor.


On March 29, 2019, Company and the Advisor entered into definitive agreements to internalize the Company's management function effective April 1, 2019 (the “Internalization”). Since its formation, under the supervision of the Board of Directors, the Advisor had been responsible for managing the operations of the Company. As part of the Internalization, among other things, the Company agreed with the Advisor to (i) acquire and assume substantially all of the Advisor assets and liabilities; (ii) terminate the Second Advisory Agreement and, Amendedfor the avoidance of doubt, the Third Advisory Agreement, which by its terms would have become effective only upon a listing of our common stock on the Nasdaq Global Market; (iii) extend employment to the executives and Restated Advisoryother employees of the Advisor (as described above); (iv) arrange for the Advisor to continue to provide certain services with respect to outstanding indebtedness of the Company and its subsidiaries; and (v) lease the employees of the Advisor for a limited period of time prior to the time that such employees become employed by the Company. As part of those same agreements, the Company agreed to issue to the Advisor, over a period of more than two and a half years, 1,600,000 shares of the common stock as the consideration (the “Consideration”) under the terms of the Contribution Agreement

Concurrently described further below. The Internalization became effective as of April 1, 2019 (the “Effective Date”).


Contribution Agreement

On March 29, 2019, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with the entryAdvisor, VRM I, VRM II and Mr. Shustek. Pursuant to the Contribution Agreement, effective as of the Effective Date, the Advisor sold and contributed all of its assets to the Company, except for certain excluded assets as specified in the Contribution Agreement, and the Company accepted the transferred assets and agreed to assume and discharge when due all of the liabilities of the Advisor, except for certain retained liabilities as specified in the Contribution Agreement (the “Contribution”).


In exchange for the Contribution, the Company agreed to issue to the Advisor 1,600,000 shares of common stock as the Consideration. The Consideration is issuable in four equal installments. The first installment of 400,000 shares of common stock was issued on the Effective Date. The second installment of 400,000 shares of common stock was issued on December 31, 2019. The remaining installments will be issued on December 31, 2020 and December 31, 2021 (or if December 31st is not a business day, the day that is the last business day of such year). If requested by the Company in connection with any contemplated capital raise by the Company, the Advisor has agreed not to sell, pledge or otherwise transfer or dispose of any of the Consideration for a period not to exceed the lock-up period that otherwise would apply to other stockholders of the Company in connection with such capital raise. At any time on or prior to December 31, 2022, the Company may elect to repurchase up to 1,100,000 shares of common stock then held by the Advisor, VRM I and/or VRM II (collectively, the “Call Parties”) at a price equal to $17.50 per share of common stock. Any repurchases shall be made in proportion to each Call Party's relative interest, which is determined by dividing the number of shares of common stock then held by such Call Party by the total number of shares of common stock then held by all of the Call Parties.

In connection with the Internalization, the Company has entered into employment agreements with the mergerExecutives, as further described herein. In addition, pursuant to the Contribution Agreement, the Company has agreed to make offers of employment, on an at-will basis, to all of the other employees of the Advisor. These employees will be offered substantially the same positions with the Company at the same salary and a target annual bonus opportunity no less than the last annual bonus paid to such employees by the Advisor. The Company has agreed not to reduce such compensation for at least one year after each employee's hire date and has also agreed to adopt a severance policy for non-executive employees that provides for severance benefits in amounts to be determined in accordance with the severance policy, subject to a limit of not more than twelve months of the employee's base salary. Each employee is expected to begin work as an employee of the Company upon the expiration of the employee leasing term under the Employee Leasing Agreement described below. The Company will also make available under its equity incentive plan a pool of not less than 500,000 shares of common stock for issuance to officers, employees and directors of the Company and its subsidiaries in the form of restricted stock or other equity-based awards. Awards to executive officers and employees will be determined by the Compensation Committee after consulting with and considering the recommendations of the CEO.

Commencing on the Effective Date and ending on the three year anniversary of the Effective Date (the “Non- Competition Period”), each of the Advisor and Mr. Shustek agreed, on the terms set forth in the Contribution Agreement, (i) not to engage in any business in the United States which is primarily engaged in the business of acquiring, investing in, owning, operating, or leasing parking lots, parking garages or other parking facilities, and (ii) not to solicit any of the Company's customers or employees.

Services Agreement

In connection with the Contribution Agreement and the Internalization, the Company entered into a Services Agreement, dated as of March 29, 2019 (the "Services Agreement"), with the Advisor, VRM I, VRM II and Mr. Shustek (collectively, the “Manager Entities”). Pursuant to the Services Agreement, each of the Manager Entities will perform any and all services requested by the Company in connection with any agreement MVP I, MVP II,pursuant to which the Company, MVP REIT II Operating Partnership, LP (the “Operating Partnership”) or “MVPany of the Company's subsidiaries borrows funds or is a guarantor with regard to any borrowed funds (such documents, collectively, the “Loan Documents”), including (i) maintaining the ownership and management structure of each Manager Entity in a manner that complies with any requirement set forth in the Loan Documents, (ii) complying with any representations, warranties and covenants in the Loan Documents and (iii) cooperating and taking all actions to comply with any request made by a lender relating to any Loan Document (collectively, the “Services”). The Agreement became effective on March 29, 2019 and will remain in effect until the date on which the Company no longer needs any of the Services. In consideration for the Services, the Manager Entities will be entitled to receive, beginning on the date upon which the Company completes its first capital raise after the Effective Date, $200,000 per year for four years (the “Consulting Fee”). The Consulting Fee will be payable monthly in arrears, either in cash or, at the Company's election, shares of common stock.


Employee Leasing Agreement

In connection with the Contribution Agreement and the Internalization, the Company entered into an Employee Leasing Agreement, dated as of March 29, 2019 and effective as of the Effective Date (the “Employee Leasing Agreement”), with the Manager Entities, pursuant to which the Manager Entities will lease their employees to the Company to continue to provide services to the Company as performed by such employees immediately before the Effective Date. The term of the Employee Leasing Agreement commenced on the Effective Date and will continue until the earlier of (i) the first date on which all leased employees cease to be employed by the Advisor and (ii) June 30, 2019 (the “Employee Leasing Period”). For each payroll period during the Employee Leasing Period, the Company will make leased employee payments to the Advisor equal to the aggregate amount of all salaries, wages, benefits, and other compensation paid by the Advisor to the leased employees, together with all costs and expenses incurred by the Advisor with respect to the leased employees during the applicable payroll period. As soon as benefit plans have been established by the Company, and the Company is otherwise ready to hire the leased employees, the Company expects to make offers of employment to the leased employees in accordance with the Contribution Agreement; provided that offers of employment must be made no later than ten days prior to the expiration of the Employee Leasing Period. The Company has also agreed to pay directly or reimburse the Advisor for any paid time- off days paid to any leased employees in accordance with the Contribution Agreement and Employee Leasing Agreement.

Registration Rights Agreement

In connection with the Contribution Agreement and the Internalization, the Company entered into a Registration Rights Agreement, dated as of March 29, 2019 and effective as of the Effective Date (the “Registration Rights Agreement”), with the Advisor, VRM I and VRM II OP,”(collectively, the “Holders”). Pursuant to the Registration Rights Agreement, each Holder, in respect of any shares of common stock that they may receive as part of the Consideration (“Registrable Share”), may require the Company from time to time to register, under the Securities Act of 1933, as amended, the resale of such shares of common stock on a registration statement filed with the SEC. The Registration Rights Agreement grants each Holder certain rights to demand a registration of some or all of their Registrable Shares (a “Demand Registration”) or to request the inclusion of some or all of their Registrable Shares in a registration being effected by the Company for itself or on behalf of another person (a “Piggyback Registration”), in each case subject to certain customary restrictions, limitations, registration procedures and indemnity provisions. The Company is obligated to use reasonable best efforts to prepare and file a registration statement within specified time periods and to cause that registration statement to be declared effective by the SEC as soon as reasonably practicable thereafter.

The ability to cause the Company to effect a Demand Registration is subject to certain conditions. The Company is not required to effect such registration prior to 180 days after the date of the initial listing of Registrable Shares on a national securities exchange or prior to the expiration of any lock-up period imposed under the Contribution Agreement.

If, pursuant to an underwritten Demand Registration or Piggyback Registration, the managing underwriter advises that the number of Registrable Shares requested to be included in such registration exceeds a maximum number that the underwriter believes can be sold without delaying or jeopardizing the success of the proposed offering, the Registration Rights Agreement specifies the priority in which Registrable Shares are to be included.

Termination Agreement

In connection with the Contribution Agreement and Internalization, the Company, the Operating Partnership and the Advisor entered into a Termination and Fee Agreement, ordated as of March 29, 2019 (the “Termination Agreement”), terminating each of the “termination and fee agreement.”Management Agreements effective as of the Effective Date. Pursuant to the termination and fee agreement, atTermination Agreement, except as provided in the Contribution Agreement, effective timeas of the merger,Effective Date, each of the existing advisory agreement between MVP IManagement Agreements shall be void and the Advisor will be terminated,shall have no effect, and the Advisor will waive all fees payableno party thereto shall have any liability to the Advisor as a result of such termination. However, upon consummationother party or parties thereto or their respective affiliates, or their respective directors, officers or employees; provided that the Termination Agreement does not relieve any party from liability for any fees or expenses accrued through the Effective Date or for any breach of the merger, the Advisor will be entitled to receive an advisor acquisition payment, which is referred to as the “advisor acquisition payment”, from MVP II, as contemplated by the termination and fee agreement and the Amended and Restated Advisory Agreement among MVP II, MVP II OP and the Advisor, which is referred to as the “existing MVP II Advisory Agreement.” As a result, on the closing date of the merger, MVP II will pay the Advisor the advisor acquisition payment of approximately $3.6 million in cash, subject to adjustmentManagement Agreements that arose prior to the extent that MVP I acquires additional properties prior to closingEffective Date.

The termination and fee agreement also provides for a waiver of any other contractual fee that the Advisor would have been due under the existing MVP I advisory agreement in connection with the merger. Additionally, all of the shares of convertible stock of MVP I will be cancelled in connection with the merger, and the Advisor will not receive any consideration in connection therewith. In the event that the merger agreement is terminated, the termination and fee agreement will automatically be deemed revoked and void ab initio.

Also concurrently with the execution and delivery of the merger agreement, MVP II, MVP II OP and the Advisor entered into an Amended and Restated Advisory Agreement, or the “MVP II amended and restated advisory agreement,” which will become effective at the effective time of the merger. The existing MVP II advisory agreement provides for the payment to the Advisor of acquisition fees, disposition fees, asset management fees and subordinated performance fees. Pursuant to the MVP II amended and restated advisory agreement, after the merger, the Advisor will only be entitled to an asset management fee as compensation for services rendered pursuant to the MVP II amended and restated advisory agreement in connection with the management of MVP II’s assets. The asset management fee will be calculated and paid monthly and will consist of a monthly fee of one-twelfth of 1.1% of (i) the cost of each asset then held by MVP II, without deduction for depreciation, bad debts or other non-cash reserves, or (ii) MVP II’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (ii)) debt financing on the investment. For any month in which an asset is disposed of, MVP II will prorate the portion of the asset management fee related to that specific asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month.

The asset management fee will not exceed $2 million per year until the earlier of such time, if ever, that (i) the combined company holds assets with an appraised value equal to or in excess of $500,000,000 or (ii) the combined company reports AFFO (as defined in the MVP II amended and restated advisory agreement) equal to or greater than $0.3125 per share of MVP II common stock for two consecutive quarters on a fully diluted basis. All subordinated asset management fees in excess of $2 million per year will be paid, with interest rate of 3.5% per annum, to the Advisor at such time, if ever, that either of clause (i) or (ii) of the preceding sentence is satisfied.

Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets

Pursuant to our existing advisory agreement, for substantial assistance in connection with the sale of investments, as determined by the independent directors, we may pay the Advisor or its affiliate the lesser of (i) 3.0% of the contract sale price of each real estate-related secured loan or other real estate investment or (ii) 50% of the customary commission which would be paid to a third-party broker for the sale of a comparable property. The amount paid, when added to the sums paid to unaffiliated parties, may not exceed either the customary commission or an amount equal to 6.0% of the contract sales price. Any such disposition fee would be paid concurrently with the closing of any such disposition of all or any portion of any asset. During the year ended December 31, 2016 and the three months ended March 31, 2017, no disposition fees were earned by the Advisor.

Pursuant to our existing advisory agreement, after the Company’s stockholders have received a return of their net capital invested and a 6.0% annual cumulative, non-compounded return, then the Company’s Advisor will be entitled to receive 15.0% of the remaining proceeds. We would pay this subordinated performance fee only upon one of the following events: (i) if the Company’s shares are listed on a national securities exchange; (ii) if the Company’s assets are sold or liquidated; (iii) upon a merger, share exchange, reorganization or other transaction pursuant to which the Company’s investors receive cash or publicly-traded securities in exchange for their shares; or (iv) upon termination of the Company’s advisory agreement. During the year ended December 31, 2016 and the three months ended March 31, 2017, no subordinated performance fees have been earned by the Company’s Advisor.

Certain Conflict Mitigation Measures

In order to reduce or mitigate certain potential conflicts of interests, we have adopted the procedures set forth below.

Advisor Compensation

The independent directors evaluate at least annually whether the compensation that we contract to pay to the Advisor and its affiliates is reasonable in relation to the nature and quality of services performed and whether such compensation is within the limits prescribed by our charter. The independent directors supervise the performance of

30

the Advisor and its affiliates and the compensation we pay to them to determine whether the provisions of the advisory agreement are being carried out. This evaluation is based on the following factors as well as any other factors they deem relevant:

the amount of the fees and any other compensation, including stock-based compensation, paid to our advisor and its affiliates in relation to the size, composition and performance of the assets;
the success of our advisor in generating appropriate investment opportunities;
the rates charged to other companies, including other REITs, by advisors performing similar services;
additional revenues realized by our advisor and its affiliates through their relationship with us, including whether we pay them or they are paid by others with whom we do business;
the quality and extent of service and advice furnished by our advisor and its affiliates;
the performance of our investment portfolio; and
the quality of our portfolio relative to the investments generated by our advisor and its affiliates for their own account and for their other clients.

Term of Advisory Agreement

Each contract for the services of the Advisor may not exceed one year, although there is no limit on the number of times that we may retain a particular advisor. Our charter provides that a majority of the independent directors may terminate the advisory agreement with MVP Realty Advisors, LLC without cause or penalty on 60 days’ written notice. MVP Realty Advisors, LLC may terminate the advisory agreement with good reason on 60 days’ written notice.

Independent Directors


The NASAA REIT Guidelines require ourthe Company's charter to define an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with ourthe Sponsor or the Advisor. A director is deemed to be associated with ourthe Sponsor or the Advisor if he or she owns any interest in, is employed by, is an officer or director of, or has any material business or professional relationship with ourthe Sponsor, the Advisor or any of their affiliates, performs services (other than as a director) for us, or serves as a director or trustee for more than three REITs sponsored by ourthe Sponsor or advised by the Advisor. A business or professional relationship will be deemed material per se if the gross revenue derived by the director from ourthe Sponsor, the Advisor or any of their affiliates exceeds five percent of (1) the director’sdirector's annual gross revenue derived from all sources during either of the last two years or (2) the director’sdirector's net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director’sdirector's spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with us, ourthe Company, the Sponsor, the Advisor or any of its affiliates.


A majority of our boardthe Board of directors,Directors, including a majority of the independent directors, must determine the method used by the Advisor for the allocation of the acquisition of investments by two or more affiliated programs seeking to acquire similar types of assets is fair and reasonable to us. OurThe Company's independent directors, acting as a group, will resolve potential conflicts of interest whenever they determine that the exercise of independent judgment by the full boardBoard of directorsDirectors or the Advisor or its affiliates could reasonably be compromised. However, the independent directors may not take any action which, under Maryland law, must be taken by the entire boardBoard of directorsDirectors or which is otherwise not within their authority. The independent directors, as a group, are authorized to retain their own legal and financial advisors. Among the matters we expect the independent directors to review and act upon are:

the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement and the property management agreement;

transactions with affiliates, including our directors and officers;

awards under our equity incentive plan; and

pursuit of a potential liquidity event.

Those conflict of interest matters that cannot be delegated to the independent directors, as a group, under Maryland law must be acted upon by both the boardBoard of directorsDirectors and the independent directors.


31

Family Relationships

Brandon Welch, Senior Vice President, Capital Markets, is the son-in-law of Michael V. Shustek, the Company's Chief Executive Officer and Chairman of the Board of Directors. From May 31, 2018 to December 1, 2018, Mr. Welch served as the Company's Interim-Chief Financial Officer. All of Mr. Welch's compensation for 2018 was paid by the former Advisor. Mr. Welch became an employee of the Company pursuant to Internalization and, as a result, his compensation is currently paid directly by the Company. For 2019, Mr. Welch's base annual salary is $200,000. Mr. Welch is subject to annual bonuses at the sole discretion of Daniel Huberty, our President and Chief Operating Officer, and is eligible to participate in the Company's general employee benefit programs (i.e., 401K plan, health insurance, etc.).

Our

The Company's Acquisitions

We


The Company will not purchase or lease assets in which ourthe Sponsor, the former Advisor, any of ourthe Company's directors or any of their affiliates has an interest without a determination by a majority of ourthe Company's directors (including a majority of the independent directors) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the asset to ourthe Sponsor, the former Advisor, the director or the affiliated seller or lessor, unless there is substantial justification for the excess amount and such excess is reasonable. In no event may wethe Company acquire any such asset at an amount in excess of its current appraised value.



The consideration we paythe Company pays for real property will ordinarily be based on the fair market value of the property as determined by a majority of the members of the boardBoard of directorsDirectors or the members of a duly authorized committee of the board. In cases in which a majority of ourthe Company's independent directors so determine, and in all cases in which real property is acquired from ourthe Sponsor, the former Advisor, any of ourthe Company's directors or any of their affiliates, the fair market value shall be determined by an independent expert selected by ourthe Company's independent directors not otherwise interested in the transaction.

Loans

We


The Company will not make any loans to ourthe Sponsor, ourthe former Advisor or ourthe Company's directors or officers or any of their affiliates (other than mortgage loans complying with the limitations set forth in Section V.K.3 of the NASAA REIT Guidelines or loans to wholly owned subsidiaries). In addition, wethe Company will not borrow from these affiliates unless a majority of our boardthe Board of directorsDirectors (including a majority of the independent directors) not otherwise interested in the transaction approves the transaction as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties. These restrictions on loans will only apply to advances of cash that are commonly viewed as loans, as determined by our boardthe Board of directors.

Directors.


Other Transactions Involving Affiliates


A majority of ourthe Company's directors, including a majority of the independent directors not otherwise interested in the transaction, must conclude that all other transactions between usthe Company and ourthe Sponsor, the former Advisor, any of ourthe Company's directors or any of their affiliates are fair and reasonable to usthe Company and on terms and conditions not less favorable to usthe Company than those available from unaffiliated third parties. To the extent that we contemplatethe Company contemplates any transactions with affiliates, members of our boardthe Board of Directors who serve on the board of the affiliated entity will be deemed “interested directors” and will not participate in approving or making other substantive decisions with respect to such related party transactions.

Limitation on Operating Expenses

In compliance with the NASAA REIT Guidelines, our Advisor must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. “Average invested assets” means the average of the aggregate monthly book value of our assets during a specified period invested, directly or indirectly in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all costs and expenses paid or incurred by us, as determined under GAAP, that are in any way related to our operation, including advisory fees, but excluding (i) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of our stock; (ii) interest payments; (iii) taxes; (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves; (v) incentive fees paid in compliance with the NASAA REIT Guidelines; (vi) acquisition fees and expenses; (vii) real estate commissions on the sale of real property; and (viii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).

Notwithstanding the foregoing, to the extent that operating expenses payable or reimbursable by us exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient, our Advisor may be reimbursed in future periods for the full amount of the excess expenses or any portion thereof. Within 60 days after the end of any fiscal quarter for which our total operating expenses for the four consecutive fiscal quarters then ended exceed these limits, we will send our


32

stockholders a written disclosure of such fact, together with an explanation of the factors our independent directors considered in determining that such excess expenses were justified. In addition, our independent directors will review the total fees and expense reimbursements for operating expenses paid to our Advisor to determine if they are reasonable in light of our performance, our net assets and income, and the fees and expenses of other comparable unaffiliated REITs.

Issuance of Options and Warrants to Certain Affiliates


Until ourthe Company's shares of common stock are listed on a national securities exchange, wethe Company will not issue options or warrants to purchase our common stock to ourthe former Advisor, MVP Capital Partners II, ourthe Sponsor, any of ourthe Company's directors or any of their affiliates, except on the same terms as such options or warrants, if any, are sold to the general public. We may issue options or warrants to persons other than ourthe former Advisor, ourthe Sponsor, ourthe Company's directors and their affiliates prior to listing ourthe Company's common stock on a national securities exchange, but not at an exercise price less than the fair market value of the underlying securities on the date of grant and not for consideration (which may include services) that in the judgment of our boardthe Board of directorsDirectors has a market value less than the value of such option or warrant on the date of grant. Any options or warrants we issue to ourthe former Advisor, ourthe Sponsor or any of their affiliates shall not exceed an amount equal to 10% of the outstanding shares of ourthe Company's common stock on the date of grant.


Reports to Stockholders

We


The Company will prepare an annual report and deliver it to ourthe Company's common stockholders within 120 days after the end of each fiscal year. OurThe Company's directors are required to take reasonable steps to ensure that the annual report complies with ourthe Company's charter provisions.provisions as applicable. Among the matters that must be included in the annual report or included in a proxy statement delivered with the annual report are:


financial statements prepared in accordance with GAAP that are audited and reported on by independent certified public accountants;

the ratio of the costs of raising capital during the year to the capital raised;

the aggregate amount of advisory fees and the aggregate amount of other fees paid to ourthe Advisor and any affiliates of ourthe Advisor by usthe Company or third parties doing business with usthe Company during the year;

the Company's total operating expenses for the year stated as a percentage of ourthe Company's average invested assets and as a percentage of ourthe Company's net income;
a report from the independent directors that ourthe Company's policies are in the best interests of ourthe Company's stockholders and the basis for such determination; and
a separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and ourthe Advisor, a director or any affiliate thereof during the year, which disclosure has been examined and commented upon in the report by the independent directors with regard toregarding the fairness of such transactions.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Shown below is certain information as of May 31, 2017,October 27, 2020, with respect to beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act, of shares of the Company’s common stock by the only persons or entities known to the Companyus to be a beneficial owner of more than 5% or more of the outstanding shares of common stock of the Company.stock. Unless otherwise noted, the percentage ownership is calculated based on 2,548,723 outstanding7,327,696 shares of the Company’sour common stock outstanding as of May 31, 2017.

October 27, 2020. For purposes of calculating each person's or group's percentage ownership, shares of common stock issuable pursuant to the terms of stock options and Operating Partnership units exercisable within 60 days after October 27, 2020, are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. All unvested time-based and performance-based restricted stock awards are included in each holder's beneficial ownership as holders are entitled to voting rights upon issuance of the restricted stock awards.

Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
Vestin Realty Mortgage II, Inc. 9130 W. Post Rd Suite 130 Las Vegas, NV 89148
Sole voting and investment power of 854,067(1) shares
11.65
%
None.
Vestin Realty Mortgage I, Inc. 9130 W Post Rd Suite 130 Las Vegas, NV 89148
 
Sole voting and investment power of 456,834(1) shares
6.23
%

(1)Beneficial ownership is based on ownership as set forth in the Schedule 13D/A filed by Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc. and Michael V. Shustek with the SEC on June 4, 2020.

The following table sets forth the total number and percentage of the Company’s common stock beneficially owned as of May 31, 2017,October 27, 2020, by:


Each director;

33

The Company’sOur chief executive officer, chief financial officer and the officers of the Company’sour manager who function as the equivalent of our executive officers; and
All executive officers and directors as a group.

Unless otherwise noted, the percentage ownership is calculated based on 2,548,7237,327,696 shares of the Company’sour total outstanding common stock and 42,672 shares of our total outstanding preferred stock as of May 31, 2017.

October 27, 2020:

    
Common Shares
Beneficially Owned
  
Preferred Shares
Beneficially Owned
 
Beneficial OwnerAddress Number  Percent  Number  Percent 
Michael V. Shustek(1)
9130 W. Post Rd Suite 200,
 Las Vegas, NV 89148
  
1,324,324
   
18.06
%
  
--
   
--
 
Dan Huberty
9130 W. Post Rd Suite 200,
 Las Vegas, NV 89148
  
3,599
  <1%   
--
   
--
 
John E. Dawson
8925 W. Post Rd Suite 210,
 Las Vegas, NV 89148
  
2,570
  <1%   
54(2
)
 <1% 
Robert J. Aalberts
311 Vallarte Dr.
Henderson NV 89014
  
--
   
--
   
--
   
--
 
Nicholas Nilsen
3074 Soft Horizon Way
Las Vegas, NV 89135
  
2,141
  <1%   
--
   
--
 
Shawn Nelson
Hall of Administration
333 W. Santa Ana Blvd.
Santa Ana, CA 92701
  
--
   
--
   
--
   
--
 
All directors and officers   
1,332,634
   
18.18
%
  
54
  <1% 


-29-
Table of Contents

1.
Common Shares
Beneficially Owned
Please see Footnote 1 to the table of Security Ownership of 5% Beneficial Owner
Address
Number
Percent
Michael V. Shustek
8880 W. Sunset Rd
Las Vegas, NV 89148
8,664.6
<1
%
Ed Bentzen
8880 W. Sunset Rd
Las Vegas, NV 89148
—
—
Allen Wolff(1)(2)
7275 Sitio Lima
Carlsbad, CA 92009
—
David Chavez
28 Strada Prinicipale
Henderson, NV 89011
—
—
Erik Hart
4004 Murphy Rd.
Memphis, IN 47143
—
—
John E. Dawson
1321 Imperia Drive
Henderson, NV 89052
—
—
All directors and executive officers as a group
8,664.6
<1
%
Owners above.
(1)2.Mr. Wolff is the holder of 26.5 shares of Series A Convertible Redeemable Preferred Stock of the Company. The Series A Convertible Redeemable Preferred Stock may be converted into common stock beginning upon the earlier of (i) 90 days after the occurrence of a “Listing Event,” which is a liquidity event involving the listing of the Company’s shares of common stock on national securities exchange or a merger or other transaction in which the Company’s stockholders will receive shares listed on a national securities exchange as consideration in exchange for their shares of the Company’s common stock, or (ii) the second anniversary of the final closing of the Series A offering. Each Series A share will convert into a number of shares of common stock determined by dividing (i) the sum of (A) 100% of the stated value of the Series A, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) a conversion price calculated based on either the volume weighted average price per share or the NAV per share.
(2)AlongDawson received 1,750 warrants with thehis purchase of 26.554 shares of preferred stock, Mr. Wolff received 750 warrants.stock. The Warrantswarrants may be exercised after the 90th day following the occurrence of a Listing Event (as defined in the Articles Supplementary classifying and designating our preferred stock), at an exercise price, per share, equal to 110% of the volume weighted average closing price during the 20 trading days ending on the 90th day after the occurrence of such Listing Event; however, in no event shall the exercise price of the Warrantswarrants be less than $25than$25 per share.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in their ownership of our common stock. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish us with copies of the forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2016, our directors, executive officers and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

MULTIPLE STOCKHOLDERS SHARING AN ADDRESS


The rules of the SEC permit companies to provide a single proxy statement to households in which more than one stockholder resides. This process is known as householding. Stockholders who share an address and who have been previously notified that their broker, bank or other intermediary will be householding their proxy materials will receive only one copy of our proxy statement unless they have affirmatively objected to the householding notice.


Stockholders sharing an address who received only one set of these materials may request a separate copy which will be sent promptly at no cost by contacting our corporate secretary at (702) 534-5577. For future meetings, a stockholder may request separate annual reports or proxy statements, or may request the householding of such materials, by contacting us as noted above.


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STOCKHOLDER PROPOSALS

2018 Annual Stockholder Meeting and Stockholder Proposals

For


Under our current bylaws, for a stockholder proposal (including, but not limited to, nominations of candidates for director) to be properly submitted for presentation at the 2018next annual meeting of stockholders, the Company’sCompany's secretary must have received written notice of the proposal at its principal executive offices no earlier than the 150th day before the date of Company’s 2018 annual meeting and no later than 5:00 p.m. Pacific Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as such term is defined in our current Bylaws)bylaws) for the preceding year’syear's annual meeting (or, for the 2021 annual meeting of stockholders, between March 18, 2018June 20, 2021 and 5:00 p.m., Pacific Time, on AprilJuly 20, 2021, based on November 17, 2018, based on2020, the date this year's Proxy Statement is released to stockholders). However, if the date of this year’s Proxy Statementthe 2021 annual meeting of August 15, 2017).stockholders is more than 30 days before or after December 28, 2021, the proposal must be received no earlier than the 150th day prior to the date of the 2021 annual meeting and no later than 5:00 p.m., Pacific Time, on the later of (i) the 120th day prior to the date of such meeting, as originally convened, or (ii) the tenth day following the day on which public announcement of the date of such meeting is made. Under SEC regulations, any stockholder desiring to make a proposal to be considered for inclusion in the Company’sCompany's proxy statement for the 2018 Annual Meetingnext annual meeting of Stockholdersstockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must have caused such proposal to be received at Company’sCompany's principal executive offices no later than July 20, 2021, unless the date of the 2021 annual meeting of stockholders is more than 30 days before or after December 28, 2021, in which case the proposal must be received in a reasonable time before the Company begins to print and send its proxy materials.


AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information we file with the SEC on the web site maintained by the SEC at http://www.sec.gov. Our SEC filings are also available to the public at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or 1-202- 551-7900 for further information regarding the public reference facilities.

OTHER MATTERS


As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other than the matters referred to above. As to any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named as proxy holders on your proxy card will vote the shares of common stock represented by properly submitted proxies in their discretion.

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YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES, INCLUDING YOUR PROXIES AUTHORIZED VIA THE INTERNET AND TELEPHONE, WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. WE ENCOURAGE YOU TO COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE, OR AUTHORIZE YOUR PROXY VIA THE INTERNET OR TELEPHONE, BEFORE THE MEETING, SO THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE MEETING.

By Order of the Board of Directors
 
Michael V. Shustek
Secretary

PLEASE VOTE – YOUR VOTE IS IMPORTANT

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