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 ý
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý    Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

The Parking REIT, 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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THE PARKING REIT, INC.,
2965 S. Jones Blvd. # C1-100,
9130 West Post Road, Suite 200 Las Vegas, NV 8914689148
August 20, 2018
November 17, 2020
Dear Stockholder:Fellow Stockholders:

On behalf of the Board of Directors, or the Board, of The Parking REIT, Inc., a Maryland corporation, or the Company, I invite you to attend the 2018 annual meeting2020 Annual Meeting of stockholders,Stockholders, or the Annual Meeting, of the Company. The Annual Meeting will be held on October 5, 2018,on December 28, 2020, commencing at 10:9:00 a.m., Eastern Time,Time. The Annual Meeting is currently scheduled to be held 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.

At the Annual Meeting, you will be asked to consider and vote upon:

the election of sevenfour 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;

the ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018;2020; and

such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereofthereof.

The Board has fixed the close of business on August 20, 2018November 13, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of our common stock 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, Iwe urge you to carefully read the accompanying proxy statement.Proxy Statement. We make proxy materials available to our stockholders on the internet. You can access proxy materials at https://www.proxy-direct.com/prt-30162.www.proxy-direct.com/tpr-31791. You also may authorize your proxy via the internet or by telephone by following the instructions on that website. In order to authorize your proxy via the internet or by telephone, 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.
You
All stockholders are cordially invited to attend the Annual Meeting. RegardlessIn light of whetherthe 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 own a fewdo 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 many shares and whethernot 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 voted. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual


Meeting in person and vote by ballot, your proxy will be revoked automatically and only your vote in person at the Annual Meeting in person orwill be counted. Attendance alone is not it is important that your shares be voted on matters that come before the Annual Meeting.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
Sincerely,
Michael V. Shustek
Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 5, 2018
DECEMBER 28, 2020 THIS PROXY STATEMENT AND OUR 20172020 ANNUAL REPORT TO STOCKHOLDERS
ARE AVAILABLE ATHTTPS:https://WWW.PROXY-DIRECT.COM/PRT-30162



www.proxy-direct.com/tpr-31791.
The accompanying notice, proxy statementProxy Statement and form of proxy are first being mailed or otherwise distributed to our stockholders on or about August 20, 2018.November 17, 2020.

THE PARKING REIT, INC.,
NOTICE OF 20182020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 2018
DECEMBER 28, 2020 TO THE STOCKHOLDERS OF THE PARKING REIT, INC.:

NOTICE IS HEREBY GIVEN that the 20182020 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of The Parking REIT, Inc., a Maryland corporation (the "Company"“Company”), will be held on October 5, 2018,December 28, 2020, at 10:9:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:

1.To consider and vote upon the election of sevenfour nominees for director, with each to serve on the Board of Directors of the Company (the "Board“Board of Directors"Directors”) until the next annual meeting of stockholders and until his successor is duly elected and qualifies.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, 2018.2020; and
3.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

While the Annual Meeting is currently scheduled to be held at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, the Company is taking precautions regarding the coronavirus disease 2019 (COVID-19) and planning for the 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.

The Board of Directors has fixed the close of business on August 20, 2018,November 13, 2020, as the record date for the determination of the common stockholders entitled to notice of, and to vote at, the Annual Meeting 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 will be entitled to vote at the Annual Meeting or any postponement or adjournment thereof.

All common stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend, please authorize a proxy to vote your shares by oneBy Order of the methods described in the accompanying Proxy Statement. Should you receive more than one proxy because your shares are registered in different namesBoard of Directors,
Michael V. Shustek
Chairman, Chief Executive Officer and addresses, each proxy should be authorized appropriately to assure that all of your shares will be voted. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting in person and vote by ballot, your proxy will be revoked automatically and only your vote in person at the Annual Meeting will be counted.  Attendance alone is not sufficient to revoke a previously authorized proxy.Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY
November 17, 2020

TABLE OF PROXY MATERIALSCONTENTS

WE HAVE ELECTED TO PROVIDE ACCESS TO OUR PROXY MATERIALS OVER THE INTERNET AT HTTPS://WWW.PROXY-DIRECT.COM/PRT-30162 UNDER THE SECURITIES AND EXCHANGE COMMISSION'S RULES. BY PROVIDING THE INFORMATION YOU NEED THROUGH THE INTERNET, WE WILL LOWER THE OVERALL COSTS OF THE DELIVERY OF PROXY MATERIALS FOR THE ANNUAL MEETING. AS A RESULT, WE ARE MAILING TO OUR COMMON STOCKHOLDERS A NOTICE INSTEAD OF A PAPER COPY OF THIS PROXY STATEMENT, PROXY CARD AND OUR 2017 ANNUAL REPORT. THE NOTICE CONTAINS INSTRUCTIONS ABOUT HOW TO OBTAIN A PAPER COPY OF OUR ANNUAL REPORT AND PROXY MATERIALS. PLEASE READ THE PROXY STATEMENT AND PROXY CARD CAREFULLY AND DETERMINE THE METHOD YOU WILL USE TO VOTE OR AUTHORIZE A PROXY TO VOTE ON YOUR BEHALF.
 By Order of the Board of Directors,Page
 
 Michael V. Shustek
Chief Executive Officer and Secretary
Las Vegas, Nevada
August 20, 2018

TABLE OF CONTENTS
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PROPOSAL NO. 1- ELECTION OF NOMINEES FOR DIRECTOR

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EXECUTIVE COMPENSATION

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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STOCKHOLDER PROPOSALS

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PROXY CARD30
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Table of Contents

THE PARKING REIT, INC.,
2965 S. Jones Blvd. # C1-100,
9130 West Post Road, Suite 200 Las Vegas, NV 8914689148
(702)(702) 534-5577

PROXY STATEMENT FOR
2018
2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 2018.DECEMBER 28, 2020

The accompanying proxy is solicited on behalf of the Board of Directors (the "Board"“Board” or "Board“Board of Directors"Directors”) of The Parking REIT, Inc., a Maryland corporation (the "Company"“Company”), for exercise at our 20182020 Annual Meeting of Stockholders (the "meeting"“meeting” or "Annual Meeting"“Annual Meeting”) to be held on October 5, 2018December 28, 2020 at 10:9:00 a.m., Eastern Time, at the offices 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 20182020 Annual Meeting of Stockholders. In this Proxy Statement, unless the context requires otherwise, "we," "us,"“we,” “us,” or "our"“our” refer to the Company.

Please authorize a proxy to vote your shares of common stock by one of the methods described in this Proxy Statement. This Proxy Statement, has information about the Annual Meeting and was prepared by MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the "Advisor"), the sole advisor of the Company, at the request of our Board. This Proxy Statement, the accompanying proxy card and other proxy material are first being made available to you on or about August 20, 2018.November 17, 2020.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20182020 ANNUAL MEETING OF STOCKHOLDERS

We are furnishing our proxy materials to our common stockholders over the Internet in accordance with the Securities and Exchange Commission ("SEC"(“SEC”) rules. The proxy materials include the Notice of 20182020 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, 2017.2019. The proxy materials will be available on the Internet at https:ttps://www.proxy-direct.com/prt-30162 (commontpr-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"“Notice”) is 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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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

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.Proxy Statement. See also, "Where“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.
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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 October 5, 2018 at 10:00 a.m., Eastern Time, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, or at any postponement or adjournment thereof.
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 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 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 Mail - Stockholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope.

Authorize a Proxy by Telephone - Stockholders may authorize a proxy by calling 1-800-337-3503 and following the instructions provided.

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 (as defined below) 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.
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If your shares are held by a bank, broker or other nominee (that is, in "street name"“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"“legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. 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 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.

-2-Q.
Why did you send me this Proxy Statement?

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.
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.

Q.Who is entitled to vote?

A. All holders of common stock of record as of the close of business on 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 (the “Record Date”) are entitled 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.

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 considered and voted upon at the Annual Meeting. On the Record Date, there were 7,327,696 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Votes may not be cumulated in the election of directors.

Q.What am I voting on?

Q.
Who is entitled to vote?
A.
On or about August 20, 2017, we will begin mailing the proxy materials to all holders of common stock of record as of the close of business on August 20, 2018, 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 "Record Date"). 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 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 considered and voted upon at the Annual Meeting. On the Record Date, there were 6,549,572 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:
1.The election of seven 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").
2.
The ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 ("Proposal No. 2").
3.
Such other business as may properly come before the meeting or any postponement or adjournment thereof.
We are not currently aware of any other matter to be presented at the Annual Meeting 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.
What are our Board's recommendations?
A.
The Board recommends a vote:
·
"FOR" each of the seven director nominees set forth in Proposal No. 1.
"FOR" the ratification the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 under Proposal No. 2.

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:

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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 stockholders entitled to cast at least 50% of all the votes entitled to be cast at the Annual Meeting 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.
Abstentions
Proposal No. 1: Under our current charter and bylaws, and consistent with the requirements of the North 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 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 a director. As a result, abstentions and broker non-votes,non- votes, if any, will have the effect of votes AGAINST each of the nominees 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 proposal. For purposes of this vote, abstentions will not be treatedcounted as votes presentcast and will have no effect on the result of the vote for purposesthis proposal. Broker non-votes will not arise in connection with this proposal because brokers may vote in their discretion on behalf of determining the presence ofclients who have not furnished voting instructions.

Q.What is a quorum.broker 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 voting 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 the appointment of RBSM LLP as our registered independent public accounting firm for the year ending December 31, 20182020 (Proposal No. 2), because this matter is considered "routine"“routine” under the applicable rules. ProposalThe election of directors (Proposal No. 11) is not considered "routine"“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 current charter and bylaws, and consistent with the requirements of the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts (the "NASAA REIT Guidelines"), the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who areMeeting must be 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 No. 1).
As previously disclosed, on July 13, 2018, we filed an application to list our shares of common stock on a national securities exchange. During last year's annual meeting, our stockholders approved an amended charter to be filed and become effective immediately prior to the listing of our shares on a national securities exchange. Among other changes, the amended charter would remove 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.  In lieu thereof, the amended charter would provide that, consistent with the default standard under the Maryland General Corporation Law (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.  An equivalent amendment would also be made to our bylaws at the time the amended charter becomes effective.
As a result, in the event that our common stock is listed on a national securities exchange on or prior to the Annual Meeting date, directors at the Annual Meeting will be elected by plurality of the votes cast at the Annual Meeting, which means that the candidates up for election who receive the highest numbers of votes cast, up to the number of directors to be elected, are elected.  If the listing is not completed prior to the Annual Meeting date, then directors at the Annual Meeting will be elected by majority of the votes present in accordance with the NASAA REIT Guidelines requirements.  Stockholders will not have the right to cumulate the votes in the election of 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 No. 2 to ratify the appointment of RBSM LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2018.
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.

Abstentions and broker non-votes, if any, will be treated as votes present for purposes of determining the presence of a quorum.

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

A. We are not currently aware of any other matter to be presented at the Annual Meeting 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 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. 

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.

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. 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.

Q.
Q.Who can help answer my questions?

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:

Georgeson, LLC
1290 Avenue of Americas, 9th Floor New York, NY 10104
All stockholders Call Toll-Free: 1-866-431-2105

Q.Where can I find more information about the Company?

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., 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.

What is the effect of abstentions and broker non-votes?
A.
Under our current charter and bylaws, the election of each nominee for 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.  As a result, abstentions and broker non-votes, if any, will have the effect of votes AGAINST each of the nominees in Proposal No. 1.
If the listing of our shares of common stock is completed prior to the Annual Meeting date, our charter and bylaws will be amended to provide for the election of directors by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at the Annual Meeting. Accordingly, the seven director nominees receiving the highest number of votes will be elected. In the event that directors are elected by plurality vote, abstentions and broker non-votes, if any, will not have any effect on the outcome of the election of directors.
Because they are not considered votes cast, abstentions and broker non-votes, if any, will have no effect on the outcome of Proposal No. 2, which only requires the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting.
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 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.
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 considered and 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.

Q.
Who can help answer my questions?
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:

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

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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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Proxy Statement that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, including any plans to list our shares on a national securities exchange, or assumptions or forecasts related thereto) are forward-looking statements. Forward-looking statements are typically identified by the use of terms such as "may," "should," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.
Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:
·the fact that we have a limited operating history, as our property operations began in 2016;
·the fact that we have experienced net losses since inception and may continue to experience additional losses;
·the performance of properties the Company has acquired or may acquire or loans the Company has made or may make that are secured by real property;
·changes in economic conditions generally and the real estate and debt markets specifically;
·legislative or regulatory changes (including changes to the laws governing the taxation of real estate investment trusts  ("REITs");
·potential damage and costs arising from natural disasters, terrorism and other extraordinary events, including extraordinary events affecting parking facilities included in our portfolio;
·risks inherent in the real estate business, including ability to secure leases or parking management contracts at favorable terms, tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments;
·competitive factors that may limit our ability to make investments or attract and retain tenants;
·our ability to generate sufficient cash flows to pay distributions to our stockholders;
·our reliance on our Advisor and its employees to manage our business;
·our failure to obtain our status as a REIT and maintain it in the future;
·our ability to successfully integrate pending transactions and implement our operating strategy;
·our ability to list our shares of common stock on a national securities exchange or complete another liquidity event;
·the availability of capital and debt financing generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions, covenants and requirements of that debt;
·changes in interest rates;
·changes to generally accepted accounting principles, or GAAP; and
·potential adverse impacts from the recent changes to the U.S. tax laws.
Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon on any forward-looking statements included herein. All forward-looking statements are made as of the date of this Proxy Statement, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward - looking statements made after the date of this Proxy Statement, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward looking statements included in this Proxy Statement, including, without limitation, the risks described under "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2017, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Proxy Statement will be achieved.
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MATTERS TO BE CONSIDERED AT THE 2018 ANNUAL MEETING
This Proxy Statement contains the following proposal requiring common stockholder action:
Proposal No. 1 - Election of seven (7) nominees for director, with each to serve until the next annual meeting of stockholders and until his successor is duly elected and qualifies.

Proposal No. 2 – Ratification of the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.

We discuss the proposals in more detail below.
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PROPOSAL NO. 1-1 – ELECTION OF NOMINEES FOR DIRECTOR
Information About Our Board of DirectorsDIRECTORS

General

Our Board currently consists of eightfive directors. EachHowever, Nicholas Nilsen, one of our current directors, except for Erik Hart, iswill not be standing for re-election.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 meets the qualifications for directors as set forth in the Company's charter and bylaws. Each of the Company's nominees for director elected at the Annual Meeting will serve until the next annual meeting of stockholders following his election and until his successor is duly elected and qualifies.  Concurrently withqualifies or until his resignation, retirement or removal. We believe that all of the Annual Meeting,nominees possess the professional and personal qualifications necessary for Board service, and have highlighted particularity noteworthy attributes for each nominee in the individual biographies below.

Recommendation of the Board will reduce its size from eight to seven directors.of 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.


NameAgeTitle
Michael V. Shustek59Chief Executive Officer
61
Chairman of the Board and DirectorChief
Robert J. Aalberts (2)(4)
66
68
Executive Officer
Independent Director
David Chavez (1)53Independent Director
John E. Dawson60Chairman and
62
Lead Independent Director
Shawn Nelson (2)(3)(4)52
54
Independent Director
Nicholas Nilsen (1) (2) (3)(4)Directors of the Company81Independent Director
William Wells (1)(5)65Independent Director
(1) Member of the Audit Committee.
(2) Member of the Nominating Committee.
(3) Member of the Compensation Committee
(4) These individuals joined the Board of Directors on December 15, 2017 in connection with the Merger.
(5) Mr. Wells joined the Board of Directors on May 31, 2018.

The following table sets forth the names, ages as of August 20, 2018 and positions of the individuals who serve as directors, executive officers and certain significant employees of the Advisor or our affiliates:
NameAgeTitle
    
Michael V. Shustek59Chief Executive Officer
Brandon Welch35Interim Chief Financial Officer

Mr. Welch,Michael V. Shustek has been Chief Executive Officer of the Company's Interim Chief Financial Officer, isCompany since its inception and currently serves as Chairman of the son-in-lawBoard of Directors. Mr. Shustek thealso 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. ExceptMr. Shustek has served as relates to Brandon Welchchairman of the board, Chief Executive Officer and Michael Shustek, there are no family relationships between any directors or executive officers, or between anya director of Vestin Group since April 1999 and a director and executive officer.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.

Board Leadership StructureIn 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.

The Company currently maintains separate positions forMr. Shustek received a Bachelor of Science degree in Finance at the ChairUniversity of Nevada, Las Vegas.

Mr. Shustek was selected to serve as a director because he is our Chief Executive Officer, has significant real estate experience and expansive knowledge of the real estate industry, and has relationships with chief executives and other 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 the Chief Executive Officer. Having these positions separate allowsvaluable perspective to our Chief Executive Officer to focus on the daily operations, while allowing the Chair of the Board of Directors to lead the Board in its fundamental role of providing advice to and independent oversight of management.Directors.

ThoughJohn E. Dawson is one of our organizational documents do not require thatindependent directors and, since April 13, 2019, has been our ChairLead Independent Director. He had also been a director of MVP I from the beginning of its operations until the date of the BoardMerger. He was a director of DirectorsVestin Group from March 2000 to December 2005, was a director of VRM II from March 2007 until he resigned in November 2013 and Chief Executive Officer positions be separate,was 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 Board believes that this structure is currently serving our Company well,University of San Diego in 1993. Mr. Dawson was admitted to the Nevada Bar in 1988 and intendsthe Utah Bar in 1989. Mr. Dawson was selected to maintain it where appropriate and practicable in the future. We have had varying Board leadership models over our history, at times separating the positions of Chair and Chief Executive Officer and at times combining the two. The Board of Directors believes that the right structure should be informed by the needs and circumstances of our Company, the Board and our stockholders, and we believe havingserve as an independent director leadof the Company due to his legal background and significant experience in the real 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. Professor Aalberts received his Juris Doctor degree from Loyola University in New Orleans, Louisiana, a Master of Arts from the University of Missouri, Columbia, and a Bachelor of Arts degree in Social Sciences and Geography from Bemidji State University in Minnesota. He was admitted to the State Bar of Louisiana in 1982 (currently inactive status). Mr. Aalberts was selected to serve as an independent director of the Company due 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. Nelson 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 Directors currently best serves these interests. Periodically,Supervisors in Orange County, California, since June 2010, serving as chairman in 2013 and 2014. 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 will reassessof Commissioners. Mr. Nelson resigned from his positions on the rolesboard of the Southern California Regional Rail Authority and the Board leadership structureOrange County Transportation Authority effective January 7, 2019. From 1994 to ensure2010, Mr. Nelson was the needsmanaging 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 circumstancesfrom 1988 to 1989 he served as a Construction Superintendent for Pulte Homes. Mr. Nelson has a Bachelor of ourScience 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 Boardreal estate industry and our stockholders are best served.
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his 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

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 a director.

As previously disclosed, on July 13, 2018, we filed an application to list our shares of common stock on a national securities exchange. During last year's annual meeting, our stockholders approved an amended charter to be filedEXECUTIVE OFFICERS

The following table sets forth the names, ages and become effective immediately prior to the listing of our shares on a national securities exchange. Among other changes, the amended charter would remove the NASAA REIT Guidelines requirement that a director receive the affirmative votepositions of the holders a majorityindividuals 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 – Directors of the shares present, in person or by proxy, at a meeting in order to be elected.  In lieu thereof, the amended charter would provide 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 required to elect a director.  An equivalent amendment would also be made toCompany” for information regarding Mr. Shustek. There are no family relationships among our bylaws at the time the amended charter becomes effective.

As a result, in the event that our common stock is listed on a national securities exchange on or prior to the Annual Meeting date, directors at the Annual Meeting will be elected by plurality of the votes cast at the Annual Meeting, which means that the candidates up for election who receive the highest numbers of votes cast, up to the number of directors to be elected, are elected.  If the listing is not completed prior to the Annual Meeting date, then directors at the Annual Meeting will be elected by majority vote in accordance with the NASAA REIT Guidelines requirements.  Stockholders will not have the right to cumulate the votes in the election ofexecutive officers and directors.

Recommendation ofDaniel Huberty is the Board of Directors

THE BOARD UNANIMOUSLY 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 SUCCESSOR IS DULY ELECTED AND QUALIFIES.

Biographical Information for Nominees for Director

Michael V. Shustek has beenCompany's President and Chief Executive Officer and Secretary of the Company since its inception and serves as the Chief Executive Officer of our Advisor. He has also served as Chief Executive Officer and a director of MVP REIT, Inc., a Maryland corporation ("MVP I") prior to 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 ("Merger Sub"), Chairman of the Board of Directors, Chief Executive Officer and a director of Vestin Group since April 1999 and a director and CEO 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 July 2012, Mr. Shustek became a principal of AMS.  During January 2013, Mr. Shustek became the sole owner of AMS.

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 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. In 1995, Mr. Shustek founded Del Mar Mortgage, and has been involved in various aspects of the real estate industry in Nevada since 1990. In 1993, he founded Foreclosures of Nevada, Inc., a company specializing in non-judicial foreclosures. In 1993, Mr. Shustek also started Shustek Investments, a company that originally specialized in property valuations for third-party lenders or investors.

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Mr. Shustek has co-authored two books, entitled "Trust Deed Investments," on the topic of private mortgage lending, and "If I Can Do It, So Can You."  Mr. Shustek is a guest lecturer at the University of Nevada, Las Vegas, where he also has taught a course in Real Estate Law and Ethics.  Mr. Shustek received a Bachelor of Science degree in Finance at the University of Nevada, Las Vegas.  As our founder and CEO, Mr. Shustek is highly knowledgeable with regard to our business operations.  In addition, his participation on our Board of Directors is essential to ensure efficient communication between the Board and management.

Mr. Shustek was selected to serve as a director because he is our Chief Executive Officer, has significant real estate experience and expansive knowledge of the real estate industry, and has relationships with chief executives and other senior management at numerous real estate companies. Based on the foregoing, the nominating committee of the Board believes that Mr. Shustek will continue to bring a unique and valuable perspective to our Board of Directors.

David Chavez is one of our independent directors. Since 2009, Mr. Chavez has 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 Company because of his accounting and financial reporting expertise and his experience in the strategic consulting industry.

John E. Dawson is one of our independent directors. He had also been a director of MVP I from the beginning of its operations 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 was a director for VRM I from March 2007 until January 2008. Since January 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 Company due to his legal background and significant experience in the real estate industry and his experience as a public company director.

Robert J. Aalberts had 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.Operating Officer. Prior to his position at Penn State, Professor Aalberts heldelection as President and Chief Operating Officer in connection with 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,Internalization (as defined below), he served as an attorney for the Gulf Oil Company in its New Orleans office, specializing in contract negotiations and mineral law. Professor Aalberts has co-authored books relating to the regulatory environment and the law and business of real estate; including Real Estate Law (2015), now in its 9th edition, published by the Cengage Book Company. He is also the author of numerous legal articles dealing with various aspects of real estate, business and the practice of 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. Professor Aalberts received his Juris Doctor degree from Loyola University in New Orleans, Louisiana, a Masters of Arts from the University of Missouri, Columbia, and a Bachelor of Arts degree in Social Sciences and Geography from Bemidji State University in Minnesota. He was admitted to the State Bar of Louisiana in 1982 (currently inactive status). Mr. Aalberts was selected to serve as an independent director of the Company because of his significant knowledge of, and experience in, the real estate industry and his experience as a public company director.

Nicholas Nilsen had served as an independent director of MVP I. He has been involved in the financial industry for more than four decades. He has been in retirement during the past five years. Most recently, Mr. Nilsen served as a Senior Vice President of PNC Financial, a bank holding company, where he served from 1960 to 2000. He began his long career with PNC Financial as a stock analyst. Later, he managed corporate and Taft-Hartley pension plans for the bank. Mr. Nilsen served as an executive investment officer at the time of his retirement from PNC Financial. Mr. Nilsen is a CFA charter holder. Mr. Nilsen received a Bachelor's degree from Denison University and a Master of Business Administration from Northwestern University.  Mr. Nilsen was selected to serve as an independent director of the Company because of his significant knowledge of, and experience in, the finance industry and investment management.
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Shawn Nelson had served as an independent director of MVP I. Since June 2010, Mr. Nelson has served as a member of the Orange County Board of Supervisors in Orange County, California, serving as chairman in 2013 and 2014. Mr. Nelson currently serves on the board of the Southern California Regional Rail Authority (Metrolink) and was the former Chairman. He is 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. 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 Home. 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 significant experience in the financial services and real estate industries.

William Wellsis one of the Company's independent directors. From 1990 until April 2018 served as the Las Vegas Office Managing Partner an Audit Partner of RSM US LLP, an international audit, tax and consulting firm ("RSM").In his role as an Audit Partner, Mr. Wells has served as a business advisor to clients in a variety of industries including transportation, real estate, retail, wholesale distribution, construction, financial institutions, manufacturing, automotive, professional services and timeshare.  He also has experience in business litigation and has testified as an expert witness in court and in arbitration hearings. From 2000 to 2011 (prior to a firm reorganization in 2012) Mr. Wells was the Desert Southwest Managing Partner, which included oversight of the Phoenix office as well as the Las Vegas office. Mr. Wells earned his B.S. in Accounting from Millikin University, where he graduated summa cum laude.  He also participated in executive programs at the University of Chicago and the Minneapolis Center for Character-Based Leadership.  He is a licensed CPA in Nevada. During his nearly 40 year tenure in Las Vegas, Mr. Wells has participated in a variety of business and philanthropic organizations including:  Las Vegas Metro Chamber of Commerce (Chairman), Opportunity Village (Chairman), Young Presidents Organization (Chairman), UNLV Presidents Associates, UNLV Accounting Advisory Council, LVGEA (Board Member), UMC (Board Member), Discovery Children's Museum (Board Member), Boulder Dam Area Boy Scouts (Board Member), Economic Club of LV (Board Member), US Bank (Advisory Board Member), Las Vegas Executives Association, Kiwanis Club of Las Vegas, and the Las Vegas FBI Citizens Academy.  He received the H&R Block Outstanding Community Service Award for stewardship to his community. Mr. Wells was elected on May 31, 2018 to serve as an independent director of the Company due to his significant experience in the financial services. Mr. Wells was selected to serve as an independent director of the Company because of his significant knowledge and experience as a certified public accountant and from the various management positions held during his career at RSM US LLP, including, among others, experience preparing and auditing financial statements for public companies.

Biographical Information for Non-Director Nominee Executive Officer
Brandon Welch was elected as the Interim Chief Financial Officer ("CFO") on May 31, 2018. Mr. Welch has been employed with MVP Realty Advisors since the inception in 2012 of MVP I. During his tenure, he has served in various capital markets and operations capacities. From September 2012 to May 2017, he served as Executive Vice President, overseeing marketing and distribution for the Company's and its predecessor's equity raises. In June 2017, Mr. Welch became Managing Director of Capital Markets, taking on additional responsibility for capital markets strategy development and implementation. In October 2017 he became Vice President of Operations, shifting his focus to corporate operations, including acquisitions, asset management, and debt and equity capital markets responsibilities. Prior to his employment with MVP Realty Advisors, LLC, Mr. Welch served as General Manager for a full-service marketing consulting firm, Townsend Advisers (now Townsend Team) from 2009 to 2012, Senior Account Executive for digital marketing agency Jayne Hancock Group, commonly known as JHG, from 2008-2009, and Senior Account Executive for sports marketing agency Integrated Sports Marketing from 2006-2008. Mr. Welch earned his BS in Business Administration from San Diego State University in 2004, and his MBA from San Diego State University in 2006. Mr. Welch is the son-in-law of Michael Shustek, the Company's Chief Executive Officer.

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Biographical Information for Other Key Employee

Dan Huberty is currently the President of the Advisor. Prior to joining the Company as Vice President of Parking Operations Mr. Huberty spent nearly 25 years in various roles in and supportingfor the parking industry. Most recently,Advisor. Prior to his relationship with the Company, Mr. Huberty served as an Executive Vice President of SP Plus, where he oversaw the southern 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, heMr. 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 also served as a Trustee for the Humble Independent School District from 2006 to 2010.

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 student,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 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.

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:

Michael V. Shustek, Chief 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 by the Compensation 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 Company’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 agreed 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 to 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. 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 Compensation Committee in designing 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 Directors has adopted a long-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 Company’s growth through awards in the form of, or based on, the Company’s common stock. The Company does not currently expect to issue awards under the Company’s long- term incentive plan prior to such time as the Company’s stock becomes publicly traded, although it may do so in the future, including possible equity grants to the Company’s independent directors as a form of compensation.

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 cash-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 outstanding 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 less 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 determine 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 Company and its stockholders that causes the per-share value of the Company’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 board 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 outstanding 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 the 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 date on which it is approved by the board of directors and stockholders, 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 termination of the long-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 no 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 officer, and no member of the Company’s board of directors served as an employee, of the Company or any of its subsidiaries during the year ended December 31, 2019. In addition, during the year ended December 31, 2019, none of the Company’s executive officers served as a member of the Compensation Committee (or other committee of the Company’s board of directors performing equivalent functions or, in the absence of any such committee, our entire board of directors) of any entity that has one or more executive officers serving as a member of the Board of Directors or Compensation Committee.

CORPORATE GOVERNANCE
Board of Directors

We operateThe Company operates under the direction of our Boardthe Company’s board of Directors,directors, the members of which are accountable to usthe Company and ourthe stockholders as fiduciaries pursuant to our current charter, and have duties to the Company under Maryland law.fiduciaries. The Boardboard of Directorsdirectors is responsible for directing the management of ourthe Company’s business and affairs. The Board of Directors 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.


The Company has a total of eightfive directors, sevenfour of whom are independent of us,from the former Advisor, MVP Capital Partners II our sponsor (the "Sponsor"“Sponsor”), and ourtheir respective affiliates as determined in accordance with the NASAA REIT Guidelines. Each of our directors, except for Erik Hart, is standing for re-election. OurThe NASAA REIT Guidelines require the Company’s charter currently definesto 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. Our BoardThe Company’s board of Directorsdirectors has determined that each of John Dawson, Robert J. Aalberts, David Chavez, John E. Dawson, Shawn Nelson, Nicholas Nilsen and William WellsShawn Nelson qualifies as an independent director under the NASAA REIT Guidelines.

On February 1, 2018, John Dawson was appointed Co-Chair byThe Company refers to the Board of Directors. On August 6, 2018, Michael V. Shustek voluntarily stepped down as Co-Chair of the Board, but continues to be the Company's Chief Executive Officer and remains on the Board as a director.

We refer to our directors who are not independent as our "affiliatedthe “affiliated directors."” Currently, ourthe only affiliated director is Michael V. Shustek.

Our currentOn 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 is currently five, which number may be increased or decreased as set forth in the bylaws, but shall not be fewer than five. Ourbylaws. The 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.directors under the charter.

Our BoardThe Company’s board of Directorsdirectors is elected by ourthe Company’s common stockholders on an annual basis. Any director may resign at any time and subject to the rights of holders of any class or series of preferred stock, any director 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 haveThe 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 theour Board of Directors 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.

As disclosed aboveFollowing the Annual Meeting the Board will consist of four directors, three of whom are independent from the former Advisor, the Sponsor and as previously disclosed, our stockholders have approved an amended charter to be filed and become effective immediately prior to the listing of our shares on a national securities exchange that would remove the charter provisions mandated by the NASAA REIT Guidelines.their respective affiliates.

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Responsibilities of Directors

The responsibilities of the members of the Board of Directors include:

•approving and overseeing our overall investment strategy, which will consist 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.
approving and overseeing our overall investment strategy, which consists 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.


The directors have duties to the Company arising from their capacity as directors of the Company. This means that each director must perform his or her duties in good faith and in a manner each director believes to be in the Company's best interests. Further, each 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.

WeThe Company will follow investment guidelines adopted by ourthe Board of Directors and the investment and borrowing policies described in thisour annual report unless they are modified by our directors. OurThe Board of Directors 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 our best interests and 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 ourthe Board of Directors (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 and determine that such transaction is fair and reasonable to the Company and on terms no less favorable to the Company than those available from unaffiliated third parties. The independent directors will also be responsible for reviewing from time to time but at least annually (1) the performance 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 and that such compensation is within the limits set forth in our charter; (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 provisions of the advisory agreement are being carried out. Each such determination shall be reflected in the applicable Board minutes.affiliates.

Board Committees

OurThe Board of Directors may establishhas delegated various responsibilities and authority to three standing committees it deems appropriateand one special committee. Each committee regularly reports on its activities to address specific areas in more depth than may be possible at athe full Board of Directors meeting, provided thatDirectors. The Audit Committee, the majorityCompensation Committee, the Nominating Committee and the Special Committee are composed entirely of independent directors. The table below sets forth the current membership of the membersthree standing committees of each committee are independent directors.the Board of Directors.


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

Audit Committee

The Audit Committee meets on a regular basis, at least quarterly and more frequently as necessary. The Audit Committee's primary function is to assist the Board of Directors 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 Committee is comprised of threetwo directors, alleach of whom are independent directors, and one of whom iswhich has been deemed an Audit Committee financial expert. Prior to the reconstitution, as discussed below, ourThe Company’s Audit Committee consistedconsists 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. DawsonNilsen met the Audit Committee financial expert requirements. ForThe Audit Committee held four meetings in the yearsyear ended December 31, 2017 and 2016, the Audit Committee held five and four meetings, respectively.

On February 1, 2018 the Audit Committee was reconstituted. David Chavez was appointed as the new Audit Committee Chair, Allen Wolff remained a member and Erik Hart was also appointed to the Audit Committee.

At the end of April 2018, following the resignation of Allen Wolff from the Board of Directors, the Board of Directors appointed Nicholas Nilsen, an independent director of the Board, to fill the vacancy on the Audit Committee arising from Mr. Wolff's resignation. 

-15-
On August 6, 2018, the Board appointed William Wells as Co-Chair of the Audit Committee.

The Board of Directors determined that each of Mr. Chavez and Mr. Nilsen meets the Audit Committee financial expert requirements.

2019. 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.

Nominating and Corporate Governance Committee

The Nominating and Governance 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 appointment to each Board committee. The Nominating and Governance 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.

On February 1, 2018, the Board of Directors appointed a new Nominating and Corporate Governance Committee naming Robert Aalberts as Nominating and Corporate Governance Committee Chair, with Shawn Nelson and Nicholas Nilsen as committee members.

The Nominating and Governance Committee charter is available at http://www.theparkingreit.com.

Compensation Committee

The Compensation Committee establishes and oversees director compensation.the Company'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 executive officersCompensation Committee consists of three independent directors: Nicholas Nilsen, Robert Aalberts and affiliated directors do not receive compensation directly fromShawn Nelson. Mr. Nilsen serves as chair of the Company for services rendered toCompensation Committee. The Compensation Committee held three meetings in the Company, and the Company does not intend to pay compensation directly to the executive officers or affiliated directors.year ended December 31, 2019. The Company's independent directors receive certain compensation from the Company, whichCompensation Committee charter is described in more detail under "Director Compensation"available at http://www.theparkingreit.com.

Nominating Committee
On February 1, 2018,
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 appointed a new Compensationthe corporate governance guidelines applicable to the Company. The Nominating Committee namingwill 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 Compensationcommittee members. The Nominating Committee Chair and Erik Hart and Shawn Nelson as committee members.

held two meetings in the year ended December 31, 2019. The CompensationNominating 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 derivative 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 Guidelines

The Company has adopted a Code of Business Conduct and Ethics (the "Code“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, as well as all members of ourthe Board of 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. The Company will provide to any person without charge a copy of the Code of Ethics, is availableincluding any amendments or waivers, upon written request delivered to the Company's principal executive office at http://www.theparkingreit.com.the address listed on the cover page of this proxy statement.

Board Meetings and Annual Stockholder Meeting

The Board of Directors held nine23 meetings and one meeting during the fiscal yearsyear ended December 31, 2017 and 2016, respectively.2019. Each director attended at least 75% of his Boardthe board and committee meetings during the period in 2017 and 2016.which he served in 2019. Although we dothe Company does not have a formal policy regarding attendance by members of ourthe Board of Directors at ourthe Company's Annual Meeting of Stockholders, we encouragethe Company encourages all of our directors to attend.

Communication with Directors

The Company has established procedures for stockholders or other interested parties to communicate directly with the Board of Directors. Such parties can contact the board by mail at: John Dawson, Lead Independent Director of The Parking REIT, Inc., c/o Corporate Secretary, 9130 West Post Road, Suite 200, Las Vegas, NV 89148.

The Lead Independent Director will receive all communications made by these means and will distribute such communications to such member or members of the Board of Directors as he 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 Lead Independent Director to the members of the Audit Committee for review.


Criteria for Selecting Directors

In evaluating candidates, our Nominating and Corporate Governance 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 and Corporate Governance Committee will consider candidates recommended by our directors, members of our management team and third parties. Our Nominating and Corporate Governance Committee will also consider candidates suggested by our stockholders. We do not have a formal process established for this purpose.
-16-

We do not have a formal diversity policy with respect to the composition of our Board. However, our Nominating and Corporate Governance 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 and Corporate Governance Committee if they wish the committee 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: 2965 S. Jones Blvd. # C1-1009130 West Post Road, Suite 200, Las Vegas, NV 89146.89148.

Communication with Directors

We have established procedures for stockholders or other interested parties to communicate directly with our Board of Directors. Such parties can contact the Board by mail at: Chair of The Parking REIT Audit Committee, c/o Corporate Secretary, 2965 S. Jones #C1-100, Las Vegas, NV 89146.

The chairman of the Audit Committee will receive all communications made by these means and will distribute such communications to such member or members of our Board of Directors 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 Committee to the members of the Audit Committee for review.




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

The Audit Committee of our Board of Directors has appointed the accounting firm of RBSM LLP ("RBSM") to serve as our independent registered public accountants for the fiscal year ending December 31, 2018.2020. RBSM LLP is considered by our management to be qualified.

On April 29, 2018, the Company dismissed RSM US LLP, ("RSM"an international audit, tax 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 the Company's financial statements for the year ended December 31, 2017,2017; however, the audit was not completed, and no audit report was ever issued by RSM to the Company. During the term of RSM's engagement, there were: (i) no disagreementdisagreements between the Company and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to RSM's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation 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 RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2020. 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 RBSM LLP to our common stockholders for ratification as a matter of good corporate practice. Even if the common stockholders ratify the appointment, our Audit 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 the Company.

We expect that a representative of RBSM 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.

Recommendation of the Board of Directors
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "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, 2018.

Principal Accounting Fees and Services

For the yearyears ended December 31, 20162019 and during the period from January 1, 2017 through August 8, 2017,2018 RBSM LLP, our independent public accounting firm, billed the Company approximately $69,000$405,000 and $179,000,$520,000, respectively, for their professional services.

For the period of July 1, 2017 throughyear ended December 31, 2017,2018, RSM, our former independent public accounting firm, billed the Company approximately $120,000$443,000 for their professional services.

For the year ended December 31, 2017,2019 and 2018, Armanino, LLP (“Armanino”) and HCVT LLP ("HCVT"(“HCVT”), ouradditional independent accounting firm,firms providing tax services, billed the Company approximately $46,000$98,000 and
$219,000, respectively, for their professional services.
-18--19-


  December 31, 2017  December 31, 2016 
Audit Fees $217,000  $61,000 
Audit Related Fees $82,000  $7,500 
Tax Fees $46,000  $-- 
All Other Fees $--  $-- 
Total $345,000  $68,500 

RBSM did not perform any non-audit services for us during the years ended December 31, 2017 and 2016.
  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
 

RSM did not perform any non-audit services for us during the year ended December 31, 2017.

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“Audit Fees,"” such as acquisition audit, audit of ourthe Company's financial statements, review of our Form 8-K, review of ourthe 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.

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

Pre-Approval Policy

The Audit 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. The Audit 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 ourthe 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"“Exchange Act”), Section 10A(i)(1)(B), on pre-approval.


AUDIT COMMITTEE REPORT

Management of The Parking REIT, Inc. (the “Company”) is responsible for the Company'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 “Committee”) of the Board of Directors (the “Board”) of 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 Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of The Parking REIT, Inc. (the "Company") with respect to the Company's consolidated audited financial statements for the fiscal year ended December 31, 2017.2019. The information contained in this report shall not be deemed to be "soliciting material"“soliciting material” or to be "filed"“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"“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"“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, 2017,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 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, 2017.2019. 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 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, 2017.2019.
Submitted by the Audit Committee of
the Board of Directors,
David Chavez, Co-Chair
William Wells, Co-Chair
Erik Hart
Nicholas Nilsen



-20-
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 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 will receive $1,000 for each meeting of the Board of Directors, attended in-person or by telephone.John Dawson, Chair

Special Committee members were paid $35,000 for the Chair and $30,000 for the remaining members in connection with the Merger.

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 will 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, 2017:
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 (2)(3) $72,000  $--  $--  $--  $--  $600  $72,600 
David Chavez (2) $77,000  $--  $--  $--  $--  $--  $77,000 
Erik Hart (2)(4) $67,000  $--  $--  $--  $--  $--  $67,000 
John Dawson $48,000  $--  $--  $--  $--  $--  $48,000 
Robert J. Aalberts $8,500  $--  $--  $--  $--  $--  $8,500 
Nicholas Nilsen $8,500  $--  $--  $--  $--  $--  $8,500 
Shawn Nelson $8,500  $--  $--  $--  $--  $--  $8,500 
                             
Total $289,500  $--  $--  $--  $--  $600  $290,100 
Nicholas Nilsen



On May 31, 2018 the Board of Directors voted to change the compensation structure for independent directors.  The Board will receive one-half of its $30,000 fee in cash and the other one-half in common stock.  The initial issuance price for the common stock will be at the then current NAV.  In the event the Company is listed on a national securities exchange, the issuance of common stock will be based on the twenty day trailing closing stock price average.  In addition, the chair of the Audit Committee will be entitled to receive his additional $5,000 either in cash or at his option, half in cash and half in common stock.  Finally, the Board reduced its per meeting fee to $500 per meeting until such time as stockholder distributions commence.

Compensation Committee Interlocks and Insider Participation

Other than Michael V. Shustek, no member of our Board of Directors served as an officer, and no member of our Board of Directors served as an employee, of the Company or any of its subsidiaries or affiliates during the year ended December 31, 2017. In addition, during the year ended December 31, 2017, none of our executive officers served as a member of a compensation committee (or other committee of performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

-22-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Conflicts of Interests

We areThe 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 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.

The transactions described below were approved by a majority of the Company's Board of Directors (including a majority of the independent directors) not otherwise interested in such transaction as fair and reasonable to the Company and on terms and conditions no less favorable to the Company than those available from unaffiliated third parties.

The Merger 

On May 26, 2017, the Company, MVP I, Merger Sub, and the Advisor entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which MVP I would merge with and into Merger Sub (the "Merger"). On December 15, 2017, the Merger was consummated. Following the Merger, the Company contributed 100% of its equity interests in Merger Sub to the MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"). The Company owns substantially all of its assets and conducts its operations through the Operating Partnership and continues to be advised by the Advisor.

At the effective time of the Merger, and pursuant to the terms of the Merger Agreement, each share of MVP I Common Stock that was issued and outstanding immediately prior to the Merger was converted into the right to receive 0.365 shares of common stock of the Company. A total of approximately 3.9 million shares of common stock of the Company were issued to former MVP I stockholders, and former MVP I stockholders, immediately following the Merger, owned approximately 59.7% of the Company's common stock.

Concurrently with the entry into the Merger Agreement, on May 26, 2017, the Company, MVP I, the Advisor and the Operating Partnership entered into a termination and fee agreement (the "Termination Agreement"). Pursuant to the Termination Agreement, at the effective time of the Merger, the Advisory Agreement, dated September 25, 2012, as amended, among MVP I and the Advisor was terminated, and the Company paid the Advisor an Advisor Acquisition Payment (as such term is defined in the Termination Agreement) of approximately $3.6 million, which was the only fee payable to the Advisor in connection with the Merger.

The Advisor has the option to request reimbursement of certain payroll expenses for salaries and benefits paid to non-executive officers. As of December 31, 2017, the Advisor was due approximately $162,000 in reimbursable expenses, which was paid as of the date of this filing.

The Company was subsequently renamed "The Parking REIT, Inc."

Ownership of Company Stock

During May 2017, VRM II acquired approximately 35,000 shares of the Company's common stock from third party investors in exchange for various trust deed investments. During the year ended December 31, 2017, VRM II received approximately $14,600 in distributions in accordance with the Company's DRIP program.

As of December 31, 2017, our Sponsor owned 13,269 shares and VRM II owned 359,546 shares of the Company's outstanding shares of common stock.

During November 2017, Corporate Center Sunset Holdings, an entity owned by VRM I and VRM II, acquired 1,039,620 shares of common stock of the Company pursuant to a membership purchase agreement unrelated to the Company.

-23-
Ownership of MVP I

Prior to the Merger, the Company held 476,784 shares of MVP I common stock. Upon the consummation of the Merger, these shares were retired, and no consideration was paid in connection therewith. During the years ended December 31, 2017 and 2016, MVP I paid the Company approximately $189,000 and $34,000, respectively, in stock distributions. In addition, the Company received 15,996 and 3,731, respectively, shares of MVP I Common Stock in accordance with its DRIP program.

Ownership of the Advisor

VRM I and VRM II own 40% and 60%, respectively, of the Advisor. Neither VRM I nor VRM II paid any up-front consideration for these ownership interests, but each agreed to be responsible for its proportionate share of future expenses of the 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.

Note Payable to the Advisor

On June 29, 2017, the Advisor entered into an agreement with the Company to loan the principal amount of $2.1 million to the Company ("Loan Agreement") for the purchase of MVP Preferred Parking. The terms of this 1-year Loan Agreement includes an annual interest rate of 5% with no penalty for prepayment. As of December 31, 2017, this loan was paid in full.

Fees Paid in Connection with the Offering – Common Stock

Various affiliates of the Company are involved in the offering of common stock of the Company and the Company's operations including MVP American Securities, LLC ("AMS"), which is a broker-dealer and member of the Financial Industry Regulatory Authority, Inc.  AMS is owned by MS MVP Holdings, LLC, which is owned and managed by Mr. Shustek. Additionally, the Company may engage an affiliate of the Advisor to perform certain property management services for the Company.

The Sponsor or its affiliates paid selling commissions of up to 6.5% of gross offering proceeds from the sale of shares in the offering of common stock of the Company without any right to seek reimbursement from the Company.

The Sponsor or its affiliates also paid 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 due diligence expenses were approximately 1.25% to 2.00% of total offering proceeds. Such commissions and fees were paid by the Company's sponsor or its affiliates (other than the Company) without any right to seek reimbursement from the Company.

Fees Paid in Connection with the Offering – Preferred Stock

In connection with the private placement of its Series A and Series 1 preferred stock, the Company may pay selling commissions of up to 6.0% of gross offering proceeds from the sale of shares in the private placements, including sales by affiliated and non-affiliated selling agents. During the year ended December 31, 2017, the Company paid approximately $3.2 million in selling commissions, of which $0.6 million were paid to affiliated selling agents.

The Company may pay 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. The Company may also pay a dealer manager fee to AMS 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. During the year ended December 31, 2017, the Company paid approximately $0.6 million to AMS as compensation.

The Company paid zero commissions in 2016 as the preferred offerings were not open at that time.

Fees Paid in Connection with the Operations of the Company

Prior to the Merger, the Advisor or its affiliates received an acquisition fee of 2.25% of the purchase price of any real estate provided, however, the Company did not pay any fees when acquiring loans from affiliates. During the years ended December 31, 2017 and 2016, approximately $2.0 million and $1.2 million, respectively, in acquisition fees had been earned by the Advisor.

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The Advisor or its affiliates were entitled to be reimbursed for actual expenses paid or incurred in connection with the operation of the Company's business. During the years ended December 31, 2017 and 2016, no acquisition expenses were reimbursed to the Advisor.

The Advisor or its affiliates previously received a monthly asset management fee at an annual rate equal to 1.0% 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. Prior to the Merger, the Company was to determine the Company's NAV on a date not later than May 29, 2018 (the "Valuation Date"). Following the Valuation Date, the asset management fee was based on the value of the Company's assets rather than their historical cost. Asset management fees for the years ended December 31, 2017 and 2016 were approximately $1.3 million and $0.2 million, respectively.

The Company was to reimburse the Advisor or its affiliates for costs of providing administrative services, subject to the limitation that it will not reimburse the 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 the Company made its first investment), exceed the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income connection with the selection or acquisition of an investment, whether or not the Company ultimately acquires, unless the excess amount is approved by a majority of the Company's independent directors.  The Company was not permitted to reimburse the Advisor for personnel costs in connection with services for which the Advisor received 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, the Company was not permitted to reimburse the Advisor for rent or depreciation, utilities, capital equipment or other costs of its own administrative items. During the years ended December 31, 2017 and 2016, no operating expenses had been reimbursed to the Advisor.

In connection with the Merger, the previous Advisory Agreement with the Advisor was amended effective upon the consummation of the Merger to eliminate all fees except a 1.1% asset management fee, which will be limited to $2.0 million per year until the Company:

·holds assets with an Appraised Value equal to or in excess of $500,000,000 or,
·reports AFFO per share of common stock equal to or greater than the $0.3125 per share for two consecutive quarters, on a fully diluted basis.

Once either of these criteria is satisfied, all fees subordinated will be paid in full.  In connection with the Merger and pursuant to the Termination Agreement, at the effective time of the Merger, the previous Advisory Agreement among MVP I and the Advisor was terminated and the Company paid the Advisor an Advisor Acquisition Payment (as such term is defined in the Termination Agreement) of approximately $3.6 million, which was the only fee paid to the Advisor in connection with the Merger.

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

Starting on December 15, 2017, in connection with the Merger, all of the following fees were terminated except for a 1.1% asset management fee. 

For substantial assistance in connection with the sale of investments, as determined by the independent directors, the Company was to 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, was not to exceed either the customary commission or an amount equal to 6.0% of the contract sales price. The disposition fee was to be paid concurrently with the closing of any such disposition of all or any portion of any asset. During the years ended December 31, 2017 and 2016, no disposition fees have been earned by the Advisor.

After the Company's stockholders had received a return of their net capital invested and a 6.0% annual cumulative, non-compounded return, then the Advisor was entitled to receive 15.0% of the remaining proceeds. The Company was to pay this subordinated performance fee only upon one of the following events: (i) if the Company's shares were listed on a national securities exchange; (ii) if the Company's assets were 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 years ended December 31, 2017 and 2016, no subordinated performance fees have been earned by the Advisor.

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Certain Conflict Mitigation Measures

In order to reduce or mitigate certain potential conflicts of interests, we havethe Company has adopted the procedures set forth below.below, which includes procedures imposed by the NASAA REIT Guidelines. The Company will no longer be subject to the requirements of the NASAA REIT Guidelines if and when the Company lists its shares on a national securities exchange and amends it charter.

Ownership of Company Stock

As of December 31, 2019, the Sponsor owned 9,107 shares, VRM II owned 844,960 shares and VRM I owned 456,834 shares of the Company’s outstanding common stock. During the year ended December 31, 2018, VRM II and VRM I received approximately $33,000 and $19,000 in distributions under the Company’s distribution reinvestment program (“DRIP”). No DRIP distributions were received by either entity during the year ended December 31, 2019 due to the suspension of the DRIP program.

Ownership of the Advisor Compensation

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 agreed to be responsible for its proportionate share of future expenses of the former Advisor.

Fees Paid in Connection with the Offering – Preferred Stock

In connection with the private placement of 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 placements, including sales by affiliated and non-affiliated selling agents. During the year ended December 31, 2018, the Company paid approximately $0.8 in selling commissions, of which $0.2 was paid to affiliated selling agents.

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. The Company also paid a dealer manager fee to AMS 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. During the year ended December 31, 2018, the Company paid approximately $0.2 to AMS as compensation.

No shares of Series A or Series 1 preferred stock were sold during the year ended December 31, 2019.


Internalization Transactions

Prior to the Internalization, the former Advisor or its affiliates received an asset management fee at a rate equal to 1.1% of the cost of all assets 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. Pursuant to the Amended and Restated Advisory Agreement, the asset management fee 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 asset 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, 2019 and 2018, asset management fees of approximately $0.9 and $2.0 million, respectively, had been earned by the former Advisor. From and 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 ceased 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 it 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 the Company 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 was approved by a majority of the Company’s independent directors evaluate at least annually whetherdirectors. The Company was not permitted to reimburse the compensationformer Advisor for personnel costs in connection with services for which the former Advisor received 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, the 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, 2018, approximately $2.7 million in operating expenses were incurred by the Company reimbursable to the Advisor. 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 were 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, for 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 other 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 we contractsuch employees become employed by the Company. As part of those same agreements, the Company agreed to payissue 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 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 Advisor, 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 Executives, 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 affiliates is reasonablesubsidiaries in relationthe form of restricted stock or other equity-based awards. Awards to executive officers and employees will be determined by the natureCompensation Committee after consulting with and qualityconsidering the recommendations of services performedthe CEO.

Commencing on the Effective Date and whether such compensation is withinending on the limits prescribed by our charter. The independent directors supervisethree year anniversary of the performanceEffective Date (the “Non- Competition Period”), each of the Advisor and its affiliatesMr. 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 the compensation we pay(ii) not to them to determine whether the provisionssolicit any 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:Company's customers or employees.

•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 AdvisoryServices Agreement

Each contractIn 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 pursuant to which the Company, MVP REIT II Operating Partnership, LP (the “Operating Partnership”) or any 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 servicesServices, 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 (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 exceed one year, although there is no limitrequired 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 timesRegistrable Shares requested to be included in such registration exceeds a maximum number that we may retain a particular advisor. Our charter provides that a majoritythe underwriter believes can be sold without delaying or jeopardizing the success of the independentproposed 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 Agreement, dated as of March 29, 2019 (the “Termination Agreement”), terminating each of the Management Agreements effective as of the Effective Date. Pursuant to the Termination Agreement, except as provided in the Contribution Agreement, effective as of the Effective Date, each of the Management Agreements shall be void and shall have no effect, and no party thereto shall have any liability to the other party or parties thereto or their respective affiliates, or their respective directors, may terminateofficers or employees; provided that the advisory agreement with MVP Realty Advisors, LLC without causeTermination Agreement does not relieve any party from liability for any fees or penalty on 60 days' written notice. MVP Realty Advisors, LLC may terminateexpenses accrued through the advisory agreement with good reason on 60 days' written notice.Effective Date or for any breach of the Management Agreements that arose prior to the Effective Date.


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 organizedsponsored by ourthe Sponsor or advised by the Advisor. A business or professional relationship will be deemed material per se if the aggregate gross revenue derived by the director from ourthe Sponsor, the Advisor or any of their affiliates exceeds five percent of (1) the director's annual gross revenue derived from all sources during either of the last two years or (2) the director's net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director'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 ourthe Board of 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 Board of Directors 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 Board of Directors 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:
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transactions with affiliates, including our directors and officers;

•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.
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 Board of Directors and the independent directors.

OurFamily 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.).

The Company's Acquisitions

WeThe 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 Board of Directors or the members of a duly authorized committee of the Board.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

WeThe 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 ourthe Board of Directors (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 under the circumstances.parties. These restrictions on loans will only apply to advances of cash that are commonly viewed as loans, as determined by ourthe Board of 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 ourthe Board of Directors who serve on the board of the affiliated entity will be deemed "interested directors"“interested directors” and will not participate in approving or making other substantive decisions with respect to such related party transactions.

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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. "Average invested assets" means the average of the aggregate monthly book value of our assets during a specified period invested, directly or indirectly, 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 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 and reimbursable.

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 ourthe Board of Directors 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

WeThe 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;
•
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 the Advisor and any affiliates of the Advisor by the Company or third parties doing business with the Company during the year;

the Company's total operating expenses for the year stated as a percentage of the Company's average invested assets and as a percentage of the Company's net income;
a report from the independent directors that the Company's policies are in the best interests of the 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 the aggregate amount of other fees paid to our Advisor and any affiliates of our Advisor by us or third parties doing business with us during the year;
•our total operating expenses for the year stated as a percentage of our average invested assets and as a percentage of our net income;
•a report from the independent directors that our policies are in the best interests of our 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 our 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 to the fairness of such transactions.

The independent directors are specifically charged with a duty to examine and comment in the report with regard toby the independent directors regarding the fairness of such transactions.

As disclosed above and as previously disclosed, our stockholders have approved an amended charter to be filed and become effective immediately prior to the listing of our shares on a national securities exchange that would remove the charter provisions mandated by the NASAA REIT Guidelines.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is certain information as of August 20, 2018,October 27, 2020, with respect to beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act, of shares of common stock by the only persons or entities known to us to be a beneficial owner of more than 5% of the outstanding shares of common stock. Unless otherwise noted, the percentage ownership is calculated based on 6,549,5727,327,696 shares of our common stock outstanding as of August 20, 2018.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.
2965 S. Jones Blvd. # C1-110
9130 W. Post Rd Suite 130 Las Vegas, NV 89146(1)
89148
Sole voting and investment power of 364,960854,067(1) shares
 5.56%
11.65
%
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) Michael V. Shustek is a director and executive officer of Vestin Realty Mortgage II, Inc., and owns 500 shares of Vestin Realty Mortgage II, Inc. common stock as of August 20, 2018, which represents approximately 32.98% of the total outstanding Vestin Realty Mortgage II, Inc. shares as of August 20, 2018.  Mr. Shustek disclaims beneficial ownership of the Company's common stock held by Vestin Realty Mortgage II, Inc.
(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 our common stock and preferred stock beneficially owned as of August 20, 2018,October 27, 2020, by: (i) each

Each director; (ii) our
Our chief executive officer, our interim chief financial officer and the officers of our Advisormanager who function as the equivalent of our executive officers; and (iii) all
All executive officers and directors as a group.

Unless otherwise noted, the percentage ownership is calculated based on 6,549,5727,327,696 shares of our total outstanding common stock and 42,672 shares of our total outstanding preferred stock as of August 20, 2018:October 27, 2020:
  Common Shares Preferred Shares
  Beneficially Owned Beneficially Owned
Beneficial OwnerAddressNumber Percent Number Percent
Michael V. Shustek2965 S. Jones Blvd. # C1-100 Las Vegas, NV 8914613,423 <1% -- --
Brandon Welch2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146250 <1% -- --
David Chavez2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146-- -- -- --
Erik Hart2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146-- -- -- --
John E. Dawson2965 S. Jones Blvd. # C1-100 Las Vegas, NV 891462,570 <1% *54 <1%
Robert J. Aalberts2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146-- -- -- --
Nicholas Nilsen2965 S. Jones Blvd. # C1-100 Las Vegas, NV 891462,141 <1% -- --
Shawn Nelson2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146-- -- -- --
William Wells2965 S. Jones Blvd. # C1-100 Las Vegas, NV 89146-- -- -- --
All directors and officers18,384 <1% 54 <1%

*Mr. Dawson received 1,750 warrants with his purchase of 54 shares. The warrants may be exercised after the 90th day following the occurrence of a Listing Event, 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 warrants be less than $25 per share.
    
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% 


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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act 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. Except as set forth below, to our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2017, our directors, executive officers and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.
1.Please see Footnote 1 to the table of Security Ownership of 5% Beneficial Owners above.

On June 15, 2017, Mr. Dawson filed a late Form 4 filing with respect to the sale on May 12, 2017 of 4,412.818 shares of common stock of the Company.

On December 27, 2017, a late Form 4 filing was filed by each of Mr. Shustek and Mr. Dawson with respect to shares of the Company received pursuant to the terms of the Merger Agreement at the effective time of the Merger on December 15, 2017

2.Mr. Dawson received 1,750 warrants with his purchase of 54 shares of preferred stock. The warrants 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 warrants be less than$25 per share.

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.

STOCKHOLDER PROPOSALS

2019 Annual Stockholder Meeting and Stockholder Proposals

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 next annual meeting of stockholders, the Company'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 2019 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's annual meeting (or, for the 2021 annual meeting of stockholders, between March 23, 2019June 20, 2021 and 5:00 p.m., Pacific Time, on April 22, 2019,July 20, 2021, based on November 17, 2020, the date of this year's Proxy Statement is released to stockholders). However, if the date of August 20, 2018).the 2021 annual meeting of 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's proxy statement for the next annual meeting of stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must have caused such proposal to be received at Company's principal executive offices no later than April 22, 2019,July 20, 2021, unless the date of the 20192021 annual meeting of stockholders is more than 30 days before or after October 5, 2019,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.

-30-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.

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.

Dated: August 20, 2018
Las Vegas, Nevada
By Order of the Board of Directors
 
Michael V. Shustek
Chief Executive Officer

PROXY CARD

























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