Parking REIT, Inc. (Form: 8-K, Received: 04/03/2019 14:08:16)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2019

The Parking REIT, Inc.

(Exact Name of Registrant as Specified in its Charter)

(State or other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

8880 W. Sunset Rd Suite 240

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (702) 534-5577

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( § 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 1.01 Entry into a Material Definitive Agreement.

On March 29, 2019, The Parking REIT, Inc. (the "Company," "we," "us," or "our") and its external manager, MVP Realty Advisors, LLC dba The Parking REIT Advisors (the "Manager") entered into definitive agreements to internalize the Company's management function effective April 1, 2019 (the "Internalization"). Since their formation, under the supervision of our board of directors (the "Board of Directors"), the Manager has been responsible for managing the operations of the Company and MVP REIT, Inc. ("MVP REIT"), which merged with a wholly-owned indirect subsidiary of the Company in December 2017. As described in more detail below, as part of the Internalization, among other things, the Company agreed with the Manager to (i) acquire and assume substantially all of the Manager's assets and liabilities; (ii) terminate the Second Amended and Restated Advisory Agreement, dated as of May 26, 2017 and, for the avoidance of doubt, the Third Amended and Restated Advisory Agreement, dated as of September 21, 2018, which by its terms would have become effective only upon a listing of the Common Stock (as defined below) on a national securities exchange (collectively, the "Management Agreements"), each entered into among the Company, the Manager and MVP REIT II Operating Partnership, LP (the "Operating Partnership"); (iii) extend employment to the executives and other employees of the Manager; (iv) arrange for the Manager to continue to provide certain services with respect to outstanding indebtedness of the Company and its subsidiaries; and (v) lease the employees of the Manager for a limited period of time prior to the time that such employees become employed by the Company, in each case, under the terms and conditions of the agreements summarized in this Current Report on Form 8-K. As part of those same agreements, the Company agreed to issue to the Manager over a period of more than two and a half years, 1,600,000 shares of the Company's common stock, par value $0.0001 per share (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").

Each of the agreements described in this Current Report on Form 8-K, the Internalization and the other transactions contemplated thereby, were negotiated and unanimously approved by all of the independent and disinterested members (the "Independent Directors") of the Board of Directors. Michael V. Shustek ("Shustek"), an affiliate of the Manager, did not participate in the Board of Directors meetings during which the Internalization was considered and abstained from voting on the Internalization. In evaluating the Internalization, the Contribution Agreement, and the other transactions contemplated by the Contribution Agreement, the Independent Directors consulted with the legal, financial and compensation advisors for the Company. Each party will pay its own fees, costs and expenses incurred in connection with the Internalization.

In reaching their determination, the Independent Directors considered a number of factors, including, without limitation, the following material factors that the Independent Directors viewed as supporting their decisions with respect to the Internalization, the Contribution Agreement, and the other transactions contemplated by the Contribution Agreement:

•	the belief that the Internalization may facilitate the Company's ability to raise capital to support its future growth;

•	the belief that Internalization may facilitate a potential listing of the Company's stock on a national securities exchange;

•	the belief that, as a result of the Internalization, the Board of Directors will be able to exercise direct oversight over management functions through a simplified corporate structure;

•	the belief that Internalization will mitigate perceived or actual conflicts of interest between the Company and the Manager;

•	the belief that the Internalization through an all stock deal will better align the interests of management with the interests of the Company and its stockholders;

•	the belief that the Internalization would result in a reduction in the Company's overall operating expenses, primarily as a result of terminating management fees paid to the Manager, which fees would have increased as the Company continues to grow in asset size;

•

the belief that the Internalization would be accretive over time to the Company's net income, earnings and adjusted funds from operations ("AFFO") on an annualized basis as a result of the reduction in operating costs resulting from the elimination of management and other fees and expense reimbursements to the Manager under the Management Agreements. No assurances can be given, however, that any such accretion in the Company's net income, earnings or AFFO will actually occur;

•	the belief that the Internalization would enable the Company to realize efficiencies arising from an internally managed structure in that the Company will pay for management, advisory, acquisition and development services directly rather than paying fees to a third-party for such services;

•	the fact that the Manager has incurred unreimbursed expenses on behalf of MVP REIT and the Company in an aggregate amount exceeding $25 million;

•	the fact that the Consideration is to be paid entirely in shares of Common Stock in four installments, which preserves cash for investment in real properties;

•	the fact that up to 1,100,000 shares of Common Stock to be issued as the Consideration will be subject to the Company's right to repurchase at $17.50 per share, which helps to potentially limit the total compensation payable to the Manager as a result of the Internalization;

•

the fact that, pursuant to the Contribution Agreement, the Manager has waived its rights to receive subordinated compensation (including accrued interest thereon) of approximately $1,500,000 that has been accrued under the Management Agreements and any accrued but unpaid management fees at the Effective Date;

•

the commitment by the Manager, pursuant to the Services Agreement summarized below, to continue to provide certain services relating to the outstanding indebtedness of the Company and its subsidiaries so that the Company remains in compliance with the terms of such indebtedness following the Internalization;

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the other terms and conditions of the Contribution Agreement and related agreements, including the representations, warranties, covenants, and indemnification obligations set forth therein, together with the material terms of the ancillary agreements entered into in connection with the Internalization;

•	the terms of the employment agreements entered into between the Company and its Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer, as set forth in the agreements summarized below; and

•

the opinion of Ladenburg Thalmann & Co. Inc. ("Ladenburg"), dated March 29, 2019, to the Board of Directors as to the fairness to the Company, from a financial point of view and as of such date, of the Consideration to be paid by the Company pursuant to the Contribution Agreement, which opinion was subject to the qualifications, assumptions and limitations and other matters Ladenburg considered relevant.

The Independent Directors also took into account the negative factors with respect to the Internalization, including but not limited to the following:

•

existing potential conflicts of interest between the Company and the Manager, including the respective positions of the Company's management team and Shustek with the Company and the Manager and the compensation and/or other benefits to be received by such persons, either directly or indirectly, as a result of the transactions, as well as the fact that Shustek will have a direct or indirect interest in the Consideration as a result of the Internalization;

•	the significant costs involved in connection with completing the transactions contemplated by the Contribution Agreement, the substantial management time and effort required to complete the Internalization, and the related disruption to operations of the Company;

•	the potential liabilities and costs associated with the direct employment of personnel;

•	the pending litigation disclosed in Item 8.01 of this Current Report on Form 8-K and other potential litigation that may arise as a result of the Internalization;

•	the fact that the issuances of shares of Common Stock as the Consideration in connection with the Internalization will have a dilutive effect and will reduce the voting power and relative ownership percentage interests of current holders of Common Stock;

•

the fact that, following the Internalization, the Holders (as defined below) will collectively control approximately 13.19% of the votes as of the Effective Date in any matter presented to holders of shares of the Common Stock for approval, including the election of director, and up to approximately 25.98% upon issuance of the last installment of the Consideration and assuming no further issuances of shares of common stock in a future capital raise or otherwise by the Company;

•

the fact that, while it is intended that the Internalization be accretive to the Company's net income, earnings and AFFO, there can be no assurance that this will be the case, as, among other things, the expenses the Company assumes as a result of the Internalization may be higher than anticipated and the Company may not achieve the anticipated cost savings from the Internalization;

•	the fact that the Company may not manage the Internalization effectively and that the Internalization could be a time-consuming and costly process and the Company may encounter potential difficulties in the integration process; and

•	the potential liabilities that the Company may inherit from the Manager as a result of the Internalization that may not be covered by the indemnification provisions set forth in the Contribution Agreement.

The foregoing discussion of the factors considered by the Independent Directors is not intended to be exhaustive and is not provided in any specific order or ranking, but rather includes material factors considered by the Independent Directors. In reaching their decision regarding the Internalization, the Contribution Agreement and the other transactions contemplated by the Contribution Agreement, the Independent Directors did not quantify or assign any relative weights to the factors considered and individuals may have given different weights to different factors. The Independent Directors conducted an overall review of the factors considered and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of consummating the Internalization and the other transactions contemplated by the Contribution Agreement.

Contribution Agreement

On March 29, 2019, the Company entered into a Contribution Agreement (the "Contribution Agreement") with the Manager, Vestin Realty Mortgage I, Inc. ("VRTA") (solely for purposes of Section 1.01(c) thereof), Vestin Realty Mortgage II, Inc. ("VRTB") (solely for purposes of Section 1.01(c) thereof) and Shustek (solely for purposes of Section 4.03 thereof). Pursuant to the Contribution Agreement, effective as of the Effective Date, the Manager 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 Manager, 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 Manager 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 remaining installments will be issued on December 31, 2019, December 31, 2020 and December 31, 2021 (or if December 31 ^st 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 Manager 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 Manager, VRTA and/or VRTB (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 Michael V. Shustek, Chief Executive Officer ("CEO"), Daniel Huberty, President and Chief Operating Officer ("COO"), and James Kevin Bland, Chief Financial Officer ("CFO") as further described below. 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 Manager. 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 Manager. 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 employees of the Company upon the expiration of the employee leasing term under the Employee Leasing Agreement described below. The Company will also make available under its equity incentive plan a pool of not less than 500,000 shares of Common Stock for issuance to officers, employees and directors of the Company and its subsidiaries in the form of restricted stock or other equity based awards. Awards to executive officers and employees will be determined by the compensation committee of the Board of Directors (the "Compensation Committee") after consulting with and considering the recommendations of the CEO.

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

The Contribution Agreement contains customary representations, warranties and covenants of the parties and the parties have customary indemnification obligations, which are subject to certain limitations set forth in the Contribution Agreement.

The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Contribution Agreement and this summary are not intended to modify or supplement any factual disclosures about the Company and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the Securities and Exchange Commission (the "SEC"). The terms of the Contribution Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Contribution Agreement. In particular, the representations and warranties made by the parties to each other in the Contribution Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Contribution Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact.

In connection with the Contribution Agreement and the Internalization, the Company entered into a Services Agreement, dated as of March 29, 2019 (the "Services Agreement"), with the Manager, VRTA, VRTB and 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, 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 Services, the Manager 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.

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Services Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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, pursuant to which the Manager will lease its 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 ceased to be employed by the Manager 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 Manager equal to the aggregate amount of all salaries, wages, benefits, and other compensation paid by the Manager to the leased employees, together with all costs and expenses incurred by the Manager 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 Manager for any paid time-off days paid to any leased employees in accordance with the Contribution Agreement and Employee Leasing Agreement.

The foregoing description of the Employee Leasing Agreement does not purport to be complete and is qualified in its entirety by reference to the Employee Leasing Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

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 Manager, VRTA and VRTB (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 Shares"), may require the Company from time to time to register, under the Securities Act of 1933, as amended (the "Securities Act"), the resale of such shares of Common Stock on a registration statement filed with the SEC. The Registration Rights Agreement grants each Holder certain rights to demand a registration of some or all of their Registrable Shares (a "Demand Registration") or to request the inclusion of some or all of their Registrable Shares in a registration being effected by the Company for itself or on behalf of another person (a "Piggyback Registration"), in each case subject to certain customary restrictions, limitations, registration procedures and indemnity provisions. The Company is obligated to use reasonable best efforts to prepare and file a registration statement within specified time periods and to cause that registration statement to be declared effective by the SEC as soon as reasonably practicable thereafter.

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

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

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

Termination Agreement

In connection with the Contribution Agreement and Internalization, the Company, the Operating Partnership and the Manager 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, officers or employees; provided that the Termination Agreement does not relieve any party from liability for any fees or expenses accrued through the Effective Date or for any breach of the Management Agreements that arose prior to the Effective Date.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 with respect to the Termination Agreement and the termination of the Management Agreements is incorporated by reference into this Item 1.02.

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Contribution Agreement and the Issuances and the terms of the Common Stock is incorporated by reference in this Item 3.02. The shares of Common Stock issued or issuable pursuant to the Contribution Agreement have been and will be issued and sold in reliance on Section 4(a)(2) of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

In connection with the Internalization, the Company entered into employment agreements (collectively, the "Employment Agreements") with each of the following executive officers (collectively, the "Executives"): Michael V. Shustek, CEO; Daniel Huberty, President and COO; and James Kevin Bland, CFO.

Term . Each of the Employment Agreements provides for a three year initial term that commences on the date immediately following the last day of the Employee Leasing Period, 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 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 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 his 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 upon 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 upon 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 Executive, 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 COO and CFO, in the event of termination due to death, disability or non-renewal); (v) reimbursements of unpaid business expenses.

Non-Competition, Non-Solicitation and Confidentiality . The Employment Agreements provide that for a two-year period following the termination of an Executive's employment with us, each of the Executives 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, the CEO has agreed not to compete with us for a period of three years after the Effective Date. 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.

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to: (i) the CEO Employment Agreement, which is filed as Exhibit 10.5 hereto and is incorporated herein by reference, (ii) the COO Employment Agreement, which is filed as Exhibit 10.6 hereto and is incorporated herein by reference, and (iii) the CFO Employment Agreement, which is filed as Exhibit 10.7 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

Press Release . On April 3, 2019, the Company issued a press release disclosing the Internalization. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Litigation . On March 12, 2019, a stockholder filed a purported class action complaint in the United States District Court for the District of Nevada, against the Company and certain of its current and former officers and directors. The complaint purports to assert class action claims on behalf of all public shareholders of the Company and MVP REIT between August 11, 2017 and December 15, 2017 in connection with the proxy statements filed with the SEC to obtain shareholder approval for the merger of the Company and MVP REIT (the "proxy statements"). The complaint alleges, among other things, that the proxy statements failed to disclose that two major reasons for the merger and certain charter amendments implemented in connection therewith were (i) to facilitate the execution of an amended advisory agreement that allegedly is designed to benefit Shustek financially in the event of an internalization and (ii) to give Shustek the ability to cause the Company to internalize based on terms set forth in the amended advisory agreement.

The complaint alleges, among other things, (i) that all defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, by disseminating proxy statements that allegedly contains false and misleading statements or omits to state material facts; (ii) that the director defendants violated Section 20(a) of the Exchange Act; (iii) that the director defendants breached their fiduciary duties to the members of the class and to the Company; and (iv) that the proposed internalization transaction will unjustly enrich certain directors and officers of the Company.

The complaint seeks, among other things, (i) a trial by jury; (ii) unspecified monetary damages against all defendants for the amount of damages sustained by the Company as a result of defendants' alleged wrongful acts; (iii) an order enjoining the Company's listing on Nasdaq; (iv) an order declaring the conduct of the defendants to be in violation of Sections 14(a) and 20(a) of the Securities Act, and Rule 14a-9 promulgated thereunder; and (v) the payment of reasonable attorneys' fees, accountants' and experts' fees, costs and expenses.

The Company and the Board of Directors have reviewed the allegations in the complaint and believe the claims asserted against them in the complaint are without merit and intend to vigorously defend this action.

Forward Looking Statements

Certain items in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the Company's internalization of management. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company's control. The Company can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report on Form 8-K. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Item 9.01 Financial Statements and Exhibits.

Contribution Agreement, dated as of March 29, 2019 and effective as of April 1, 2019, among the Company, the Manager, VRTA (solely for purposes of Section 1.01(c) thereof), VRTB (solely for purposes of Section 1.01(c) thereof) and Shustek (solely for purposes of Section 4.03 thereof).

Services Agreement, dated as of March 29, 2019, by and among the Company and the Manager, VRTA, VRTB and Shustek

Employee Leasing Agreement, dated as of March 29, 2019, by and between the Company and the Manager

Registration Rights Agreement, dated as of March 29, 2019, by and among the Company and the Holders

Termination Agreement, dated as of March 29, 2019, by and among the Company, the Operating Partnership and the Manager

Employment Agreement, dated as of March 29, 2019, by and between the Company and the CEO

Employment Agreement, dated as of March 29, 2019, by and between the Company and the COO

Employment Agreement, dated as of March 29, 2019, by and between the Company and the CFO

The following Exhibit 99.1 is furnished with this Current Report on Form 8-K. The information contained in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Press release regarding the Internalization issued by the Company on April 3, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 3, 2019

THE PARKING REIT, INC.

/s / J. Kevin Bland

By: J. Kevin Bland
Chief Financial Officer

The following Exhibit 99.1 is furnished with this Current Report on Form 8-K. The information contained in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit 2.1

CONTRIBUTION AGREEMENT

Dated as of March 29, 2019

By and Among

THE PARKING REIT, INC.,

a Maryland corporation,

MVP REALTY ADVISORS, LLC, dba THE PARKING REIT ADVISORS

a Nevada limited liability company,

VESTIN REALTY MORTGAGE I, INC.

a Maryland corporation,

VESTIN REALTY MORTGAGE II, INC.

a Maryland corporation,

And

MICHAEL V. SHUSTEK , an individual

CONTENTS

Page

ARTICLE I CONTRIBUTION

Section 1.01

CONTRIBUTION

ARTICLE II CLOSING

Section 2.01

CLOSING AND PLACE

Section 2.02

CLOSING DELIVERABLES

Section 2.03

COSTS

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.01

REPRESENTATIONS AND WARRANTIES OF REIT MANAGER

Section 3.02

REPRESENTATIONS AND WARRANTIES OF THE REIT

ARTICLE IV COVENANTS

Section 4.01

LITIGATION SUPPORT

Section 4.02

COOPERATION ON POST-CLOSING TAX MATTERS

Section 4.03

RESTRICTIVE COVENANTS

Section 4.04

PUBLICITY

Section 4.05

RESTRICTIONS ON RESALE OF THE CONSIDERATION

Section 4.06

EMPLOYEE MATTERS

Section 4.07

Directors' and Officers' Indemnification and Insurance

ARTICLE V INDEMNIFICATION AND CLAIMS

Section 5.01

SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

Section 5.02

INDEMNIFICATION OF THE REIT

Section 5.03

INDEMNIFICATION OF REIT MANAGER

Section 5.04

LIMITATIONS

Section 5.05

INDEMNIFICATION PROCEDURES

Section 5.06

CHARACTER OF INDEMNITY PAYMENTS

Section 5.07

REMEDIES

Section 5.08

SUBROGATION/INSURANCE

ARTICLE VI GENERAL PROVISIONS

Section 6.01

NOTICES

Section 6.02

ENTIRE AGREEMENT; AMENDMENTS

Section 6.03

SUCCESSORS AND ASSIGNS

Section 6.04

FURTHER DOCUMENTS

Section 6.05

GOVERNING LAW; JURISDICTION

Section 6.06

COUNTERPARTS

Section 6.07

CONSTRUCTION OF AGREEMENT

Section 6.08

NO WAIVER

Section 6.09

SEVERABILITY

Section 6.10

HEADINGS

Section 6.11

INTERPRETATION

Exhibit A Defined Terms

Exhibit B Form of Services Agreement

Exhibit C Schedule of Transferred Liabilities and Retained Liabilities

Exhibit D

Forms of Certificate Pursuant to Treasury Regulations Section

1.1445-2

Exhibit E

Form of Assignment and Assumption Agreement

Exhibit F

Form of Bill of Sale

Exhibit G

Form of Registration Rights Agreement

Exhibit H

Form(s) of IP Assignments

Exhibit I

Letter Agreement by REIT Manager, Shustek and the other parties thereto to the REIT Board regarding Common Stock Ownership Limits

Exhibit J

Employee Leasing Agreement

Exhibit K-1, K-2, K-3

Form of Employment Agreements

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this " Agreement ") is executed as of March 29, 2019 and effective as of April 1, 2019 (the " Effective Date ") by and among THE PARKING REIT, INC., a Maryland corporation (the " REIT " or the " Company "), MVP REALTY ADVISORS, LLC, DBA THE PARKING REIT ADVISORS, a Delaware limited liability company (" REIT Manager "), VESTIN REALTY MORTGAGE I, INC., a Maryland corporation (" VRTA ") (solely for purposes of Section 1.01(c) hereof), VESTIN REALTY MORTGAGE II, INC., a Maryland corporation (" VRTB ") (solely for purposes of Section 1.01(c) hereof) and MICHAEL V. SHUSTEK, an individual (" Shustek ") (solely for purposes of Section 4.03 hereof). Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A .

RECITALS

WHEREAS , REIT Manager was created primarily to provide management services to the Company;

WHEREAS , the REIT, MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the " OP ") and REIT Manager entered into a Second Amended and Restated Advisory Agreement, dated as of May 26, 2017 (as may be amended from time to time, the " Management Agreement ");

WHEREAS , effective as of the Effective Date, REIT Manager and the REIT have agreed, subject to the terms expressed in this Agreement, that REIT Manager shall convey the Transferred Assets (as defined below) and the Transferred Liabilities (as defined below) to the Company;

WHEREAS , the Board of Directors of the REIT (the " REIT Board "), on behalf of the REIT and on behalf of the REIT as the general partner of the OP, including all of the independent members of the REIT's Board of Directors (the " Independent Board Members "), have reviewed and evaluated the Transactions and has unanimously determined that the Transactions, and the entering into by the REIT and the OP of this Agreement and the Transaction Documents, are in the best interests of the REIT and its stockholders and the OP and its limited partners;

WHEREAS , concurrently herewith, the Company and REIT Manager are entering into that certain Employee Leasing Agreement, dated as of the date hereof (the " Employee Leasing Agreement "), pursuant to which the Company has agreed to lease the Business Employees (as defined below) to the REIT to provide certain services to the REIT during the Employee Leasing Period (as defined below); and

WHEREAS , concurrently herewith, the Company and each of the Key Executives (as defined below) are entering into employment agreements substantially in the form of Exhibit K-1, K-2 and K-3 (each, an " Employment Agreement " and, collectively, the " Employment Agreements ").

NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I
CONTRIBUTION

Section 1.01 CONTRIBUTION .

(a) Consideration . Upon the terms and provisions of this Agreement and in

representations, warranties, and covenants, and agreements made herein, effective as of the Effective Date, (i) the Company shall purchase from REIT Manager, and REIT Manager shall sell, assign, convey, transfer and deliver to the Company, all of REIT Manager's right, title, and interests in and to the Transferred Assets and (ii) the Company shall accept the Transferred Assets and assume, and in due course pay and discharge, the Transferred Liabilities (the " Contribution "). In exchange for the Contribution, the Company shall issue to REIT Manager 1,600,000 shares of Common Stock (as defined below), issuable in four equal installments, the first being due at the Effective Date and then each subsequent installment due on December 31 ^st of each year thereafter (or if December 31 ^st is not a Business Day, the day that is last Business Day in such year) beginning on December 31, 2019 (the " Consideration "). Notwithstanding anything to the contrary herein, the Transferred Assets and the Transferred Liabilities shall not include any of the Retained Liabilities.

(b) Fractional Consideration . No fractional shares of Common Stock (as defined below) shall be issued pursuant to this Agreement. If aggregating all Common Stock that REIT Manager otherwise would be entitled to receive pursuant to this Agreement would require the issuance of a fractional share of Common Stock, in lieu of such fractional share of Common Stock, REIT Manager shall be entitled to receive one share of Common Stock for each fractional share of Common Stock of 0.50 or greater. The Company will not issue a share of Common Stock for any fractional share of Common Stock of less than 0.50.

(i)

At any time on or prior to December 31, 2022, the REIT may elect, in its sole discretion, to repurchase up to 1,100,0000 shares of Common Stock then held by REIT Manager, VRTA, and/or VRTB (each, a " Call Party " and collectively, the Call Parties ") at a price equal to $17.50 per share of Common Stock.

(ii)

If the REIT elects to exercise its right to repurchase Common Stock from the Call Parties pursuant to this Section 1.01(c) , the REIT shall deliver to the Call Parties a written notice (the " Repurchase Notice ") specifying the number of shares of Common Stock to be repurchased by the REIT (the " Repurchased Common Stock "). The REIT shall repurchase the Repurchased Shares from each Call Party in proportion to each Call Party's Relative Interest. For purposes of this Section 1.01(c) , a Call Party's "Relative Interest" shall mean the number of shares of Common Stock then held by such Call Party divided by the total number of shares of Common Stock then held by all of the Call Parties.

(iii)

Each Call Party shall, at the closing of any such repurchase consummated pursuant to this Section 1.01(c) , represent and warrant to the REIT that (i) such Call Party has full right, title and interest in and to the Repurchased Common Stock repurchased from such Call Party, (ii) such Call Party has all the necessary power and authority and has taken all necessary action to sell such Repurchased Common Stock repurchased from such Call Party as contemplated by this Section 1.01(c) , and (iii) the Repurchased Common Stock repurchased from such Call Party are free and clear of any and all Encumbrances of any nature whatsoever, other than those imposed by Law or resulting from action by a the REIT. The closing of any such repurchase consummated pursuant to this Section 1.01(c) shall take place no later than 30 days following receipt by the Call Parties of the Repurchase Notice. The REIT shall give the Call Parties at least ten days written notice of the date of closing (the " Call Right Closing Date ").

(iv)

The REIT shall pay to each Call Party an amount equal to $17.50 multiplied by the number of shares of Repurchased Common Stock multiplied by such Call Party's Relative Interest (the " Call Repurchase Price ") for the Repurchased Common Stock by certified or official bank check or by wire transfer of immediately available funds on the Call Right Closing Date.

(v)

The Call Parties shall take all actions as may be reasonably necessary to consummate the repurchase contemplated by this Section 1.01(c) , including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed reasonably necessary or appropriate by the REIT and the Call Parties.

(vi)

At the closing of any repurchase pursuant to this Section 1.01(c) , each Call Party shall deliver to the REIT a certificate or certificates representing the Repurchased Common Stock, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the Call Repurchase Price.

(d) Accrued Management Fee . Notwithstanding anything to the contrary in the Management Agreement, effective as of the Closing (as defined below), no Accrued Management Fee shall be due from REIT to REIT Manager.

(e) Subordinated Compensation . Notwithstanding anything to the contrary in the Management Agreement, effective as of the Closing (as defined below), no Subordinated Compensation, nor any interest thereon, shall be due from the REIT to REIT Manager.

ARTICLE II
Closing

Section 2.01 CLOSING AND PLACE . The closing of the Transactions (the " Closing ") will take place as soon as reasonably practicable after delivery of the Transaction Documents (or waiver of such delivery) as provided in Section 2.02 . The date on which the Closing actually takes place is referred to as the " Closing Date ". From the Closing Date until the Effective Date, REIT Manager shall operate the Business in the ordinary course of business consistent with past practices and not contrary to the services required by Schedule A of the Services Agreement.

Section 2.02 CLOSING DELIVERABLES . At the Closing, the following events shall occur and the following closing documents (collectively, the " Transaction Documents ") shall be executed and delivered by and to the parties specified below:

(a) Deliverables of the REIT . At the Closing, the REIT shall deliver to REIT Manager the following, unless any of the following are waived by REIT Manager in writing:

(i)	a duly executed Services Agreement, substantially in the form of Exhibit B (the " Services Agreement ");

(ii)	a duly executed Assignment and Assumption Agreement, substantially in the form of Exhibit E , (the " Assignment and Assumption Agreement ");

(iii)

a duly executed Bill of Sale, substantially in the form of Exhibit F , (the " Bill of Sale ");

(iv)	a duly completed and executed certificate, substantially in the form of Exhibit D , consistent with the requirements of Treasury Regulations Section 1.1445-2 from REIT Manager representing as to REIT Manager's status as a non-foreign person;

(v)	a duly executed Registration Rights Agreement, substantially in the form of Exhibit G ;

(vi)	one or more assignments of Intellectual Property substantially in the form of Exhibit H :

(vii)

a duly executed Employee Leasing Agreement, substantially in the form of Exhibit J ;

(viii)

an employment agreement substantially in the form of Exhibit K-1, K-2 and K-3 duly executed by the Key Executives, respectively;

(ix)	a certificate, dated as of the Closing Date, signed by the Secretary or other authorized officer of the REIT, certifying to the completion of all necessary corporate

(x)	action by the REIT to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby;

(xi)

a certificate in form and substance reasonably satisfactory to REIT Manager, dated as of the Closing Date and duly executed and delivered by the REIT, certifying (A) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the representations and warranties of the REIT set forth herein is true and correct as of the Closing Date as though made on and as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time need only be true and correct as the case may be, as of such specified date or time); provided that any exceptions and qualifications with regard to materiality or Material Adverse Effect contained therein shall be disregarded for purposes of this Section 2.02(a)(viii) , and (B) all of the covenants and agreements of the REIT set forth herein and required to have been performed as of the Closing Date have been performed in all material respects as of the Closing Date; and

(xii)

an acknowledgement of the termination of the Management Agreement executed by REIT Manager dated as of the Closing Date, providing that the Management Agreement, following such termination, 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, officers or employees, except as expressly contemplated herein, except that nothing therein shall relieve any party from liability for any fees or expenses accrued through such termination or for any breach of the Management Agreement that arose prior to such termination;

(xiii)

a letter agreement duly executed and delivered by REIT Manager, Shustek and the other parties thereto to the REIT Board in the form of Exhibit I providing for, among other things, certain certifications to support an exemption from the common stock ownership limit contained in the Second Articles of Amendment and Restatement of the REIT as in effect on the date hereof; and

(xiv)

such other documents shall be executed and delivered, and such items shall be done, as may be reasonably required to effect the consummation of the Transactions, in accordance with the terms of this Agreement.

(b) Deliverables of REIT Manager . At the Closing, REIT Manager shall deliver to the REIT the following, unless any of the following are waived by the REIT in writing:

(i)	a duly executed Services Agreement;

(ii)	a duly executed Assignment and Assumption Agreement;

(iii)

a duly executed Bill of Sale;

(iv)	a duly executed Employee Leasing Agreement;

(v)	each of the Employment Agreements duly executed by the employee signatory thereto;

(vi)	a duly completed and executed certificate, substantially in the form of Exhibit D , consistent with the requirements of Treasury Regulations Section 1.1445-2 from REIT Manager representing as to REIT Manager's status as a non-foreign person; and

(vii)

a certificate, dated as of the Closing Date, signed by the Secretary or other authorized officer of REIT Manager, certifying to the completion of all necessary corporate action by REIT Manager to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby;

(viii)

a certificate in form and substance reasonably satisfactory to the REIT, dated as of the Closing Date and duly executed and delivered by REIT Manager, certifying (A) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the representations and warranties of REIT Manager set forth herein is true and correct as of the Closing Date as though made on and as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time need only be true and correct as the case may be, as of such specified date or time); provided that any exceptions and qualifications with regard to materiality or Material Adverse Effect contained therein shall be disregarded for purposes of this Section 2.02(b)(vi) , and (B) all of the covenants and agreements of REIT Manager set forth herein and required to have been performed as of the Closing Date have been performed in all material respects as of the Closing Date;

(ix)

a certificate from REIT Manager, in form and substance reasonably satisfactory to the REIT, executed by the Secretary (or other executive officer) or manager of REIT Manager, certifying as of the Closing Date: all applicable resolutions, fully and properly adopted and not amended, modified, revoked or rescinded, evidencing REIT Manager's authorization to execute, deliver and perform each of the Transaction Documents to which REIT Manager is a party;

(x)

(xi)	evidence reasonably acceptable to the REIT that REIT Manager has declared and distributed to the holders of its Equity Interests, in proportion to each such holder's Equity Interest in REIT Manager by wire transfer of immediately available funds, the Pre-Closing Cash; and

(xii)

written confirmation to the reasonable satisfaction of the REIT that each of the employment agreements listed or required to be listed as a Material Contract on Schedule 3.01(g) has been terminated and shall have no effect as of the Closing Date..

Section 2.03 COSTS . REIT Manager shall directly pay for all out of pocket costs incurred by such REIT Manager in connection with the Transactions, including any legal fees or fees of any financial, accounting and other advisors incurred by or on behalf of the REIT Manager in connection with the Transactions. The REIT shall directly pay for all costs of the REIT and the REIT Board incurred in connection with the Transactions, including but not limited to any fees of its legal, financial and accounting advisors. The provisions of this Section 2.03 shall survive the Closing.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.01 REPRESENTATIONS AND WARRANTIES OF REIT MANAGER . The REIT Manager, hereby represents and warrants to the REIT as follows as of the Closing Date (except as to any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), which representations and warranties shall survive the Closing to the extent provided in Section 5.01 :

(a) Organization and Qualification of REIT Manager . REIT Manager: (i) is a duly formed limited liability company validly existing and in good standing under the Laws of the State of Nevada and is qualified to do business in each of the states in which it is required to be qualified, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Effect; and (ii) has the requisite corporate power and authority to carry on its business as now being conducted. Schedule 3.01(a) accurately sets forth the names of all legal owners of the Equity Interests of REIT Manager and the percentage ownership of each such Person. Except as set forth in Schedule 3.01(a), since its formation, the REIT Manager has not engaged in any business or other activities other than the Business.

(b) Due Authorization; Approvals of REIT Manager . The execution and delivery of this Agreement and the Transaction Documents to which REIT Manager is a party, and the performance by REIT Manager of the Transactions contemplated to be performed by it, have been approved by all necessary corporate action or other proceedings on the part of REIT Manager. This Agreement has been duly executed and delivered by an authorized person on behalf of REIT Manager and constitutes the legal, valid and binding agreement of REIT Manager enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws affecting enforcement of creditors' rights and to general principles of equity (the " Enforceability Exceptions ").

(c) No Conflict; Legal Compliance . (i) Neither the execution, delivery, nor performance of this Agreement by REIT Manager, nor any action or omission on the part of REIT Manager required pursuant hereto, nor the consummation of the Transactions by REIT Manager will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to REIT Manager, (B) result in a breach of any term or provision of the organizational documents of REIT Manager or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which REIT Manager is a party or by which any of REIT Manager's properties are bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect; and (ii) REIT Manager is not, nor will be, required to give any notice to or obtain

any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.

(d) Litigation and Default . Except as set forth on Schedule 3.01(d) , (i) there is no legal proceeding pending against REIT Manager; (ii) to the REIT Manager's Knowledge, no material legal proceeding has been threatened in writing nor orally against REIT Manager; (iii) REIT Manager is not in breach of any provisions of any Legal Requirement; (iv) to the REIT Manager's Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a breach of any Legal Requirement on the part of REIT Manager; and (v) to the REIT Manager's Knowledge, there is no investigation of a Governmental Authority pending or threatened against REIT Manager, other than as have not had and/or would not reasonably be expected to have a Material Adverse Effect. There are no outstanding, pending or, to the REIT Manager's Knowledge, threatened orders, writs, judgments, decrees, injunctions or settlements against REIT Manager that: (x) prohibit or restrict the consummation of the Transactions; or (y) have, or would reasonably be expected to have, a Material Adverse Effect with respect to REIT Manager.

(e) Insolvency . REIT Manager is not subject to: (i) a general assignment for the benefit of creditors; (ii) a voluntary petition in bankruptcy of an involuntary petition by its creditors; (iii) the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) the attachment or other judicial seizure of all, or substantially all, of its assets; (v) an admission in writing of its inability to pay its debts as they come due; or (vi) an offer of settlement, extension or composition to its creditors generally.

(f) Title to Assets . At the Closing Date, REIT Manager will have good, valid and marketable title to all Transferred Assets. All such Transferred Assets are free and clear of all Encumbrances other than: (i) Encumbrances for or in respect of Taxes or governmental levies not yet due and payable; (ii) the rights of lessors and lessees under leases executed in the ordinary course of business; (iii) the rights of licensors and licensees under licenses executed in the ordinary course of business. Each of the Transferred Assets is suitable in all material respects for the purpose for which it is intended to be used. At the Closing Date, taking into account the services to be provided under the Services Agreement and the Employee Leasing Agreement, and after the consummation of the transactions contemplated hereby, taken as a whole, the REIT will own, lease or have the legal right to use the rights, properties and assets sufficient for the continued conduct of the Business after the Closing in substantially the same manner as currently conducted and the Transferred Assets constitute all of the rights, properties and assets necessary to conduct the Business as currently conducted.

(g) Contracts . The contracts listed on Schedule 3.01(g) constitute all of the Material Contracts (and all amendments or modifications thereto) as of the Closing Date. Furthermore, there are no change orders, modifications or amendments to any of the Contracts as of the Closing Date that have been agreed to and have not been reduced to writing as of the Closing Date. REIT Manager is not a party to any contract other than the Material Contracts that are necessary for the operation of the Business and all contracts that are necessary for the operation of the Business comprise Transferred Assets after giving effect to the services contemplated by the Services Agreement. For the purposes of this Agreement, the term " Material Contracts " shall include, solely as such term applies to a Contract of REIT Manager:

(i)

any Contract that is expected to provide for payment or receipt by REIT Manager of more than $50,000 in any given calendar year or more than $100,000 in the aggregate for the remaining term of the Contract (other than any Contract that is terminable by REIT Manager with ninety (90) days written notice without payment or penalty);

(ii)	any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of equity interests, sale of assets, outsourcing or otherwise) with material ongoing obligations;

(iii)

any joint venture, partnership, strategic alliance, teaming, cooperation or similar Contract;

(iv)	any written Contract for the employment of any employee of the REIT Manager and any collective bargaining agreement or Contract with any labor union ;

(v)

any Contract under which REIT Manager receives or grants a license or other rights (including by means of a covenant not to sue, trademark co-existence agreement or similar agreement) with respect to Intellectual Property or any option relating thereto (excluding any license to off-the-shelf noncustomized software that is generally commercially available for a fee of less than $25,000 annually for such license) (collectively, the " IP Licenses ");

(vi)	any Contract that limits or purports to limit (or that following Closing would limit) the ability of REIT Manager and/or its Affiliates (A) to compete in any line of business, with any Person, in any geographic area or during any period of time or (B) to solicit any customers or employees;

(vii)

any Contract that grants any right of first refusal, right of first offer or option to acquire or similar right in respect of the assets of REIT Manager;

(viii)

any Contract that contains any exclusivity restriction or a "most favored nation" clause;

(ix)

any settlement agreement, assurance of discontinuance, consent agreement, or memorandum of understanding with respect to any lawsuit, litigation, arbitration, mediation, action or other proceeding , in each such case, with material continuing obligations thereunder or involving material injunctive or nonmonetary relief;

(x)	any Contract entered into with any Governmental Authority with continuing obligations thereunder;

(xi)	any Contract to enter into any of the foregoing; and

(xii)

any other Contract that is necessary for the operation of the Business.

(h) No Defaults Under Contracts; Valid and Binding . REIT Manager nor, to the Knowledge of REIT Manager, any other party to any Contract, has given or received any notice of any uncured material default with respect to any Contract, and no event has occurred or, to the Knowledge of REIT Manager, is pending or threatened, which through the passage of time or the giving of notice, or both, would constitute a material default under any Contract. Each Contract is in full force and effect and constitutes a is a legal, valid and binding agreement of REIT Manager enforceable against REIT Manager and, to the Knowledge of REIT Manager, each other party thereto, in accordance with its terms, in each case, subject to the Enforceability Exceptions.

(i) Compliance With Laws . Between the time of REIT Manager's formation and the Closing Date, REIT Manager has not received written notice of any violation of any Laws relating to or arising out of the Business, the Business Employees, the Transferred Assets, or the Contracts that remains uncured.

REIT Manager is not, and since its date of formation, has not been, in material default under or in material violation of, nor has it been charged with any material violation of, any Law, relating to or arising out of the Business, the Business Employees, the Transferred Assets, or the Contracts. To the Knowledge of REIT Manager, the Business has at all times since the time of REIT Manager's formation been operated in all material respects in accordance with applicable Laws and Governmental Licenses.

(j) Foreign Asset Control . REIT Manager is not nor, to the Knowledge of REIT Manager, is any of its Affiliates or constituents a Person that: (i) is, or is controlled by, a Designated Person; (ii) has received funds or other property from a Designated Person; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law. None of REIT Manager or any of its Affiliates or constituents engages, or will engage in, any dealings or transactions, or is or will be otherwise associated, with any Designated Person. REIT Manager is in compliance in all material respects with the Patriot Act. REIT Manager has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws, including the requirement that: (y) no Person who owns any direct or indirect interest in REIT Manager is a Designated Person; and (z) funds invested directly or indirectly in REIT Manager is derived from legal sources.

(k) Tax Matters .

(i)

REIT Manager from the time of its formation has been treated as a disregarded entity or partnership other than a publicly traded partnership for United States federal income Tax purposes. REIT Manager has never made an election under Treasury Regulations Section 301.7701-3 (or any analogous provision of state or local income Tax Law) to be treated as an association taxable as a corporation.

(ii)

REIT Manager has timely filed all material federal, state, local and foreign Tax Returns required to be filed by it with the appropriate Tax Authorities (after giving effect to any filing extension properly granted by any such Tax Authority having authority to do so). All such Tax Returns and reports are true, correct, and complete in all material respects. REIT Manager has not sought or obtained any "private letter ruling" or similar guidance from the U.S. Internal Revenue Service (or comparable state, local, or non-U.S. authority).

(iii)

REIT Manager has timely paid (or had timely paid on its behalf) or will timely pay all material Taxes due and payable by REIT Manager whether or not shown as owing on such Tax Returns. All material Taxes that REIT Manager was required by Law to withhold or collect in connection with amounts owing to any employee, independent contractor, creditor or other third party have been duly withheld or collected and, to the extent required, have been timely remitted to the appropriate Tax Authority. No deficiencies for any material Taxes have been proposed, asserted or assessed in writing against REIT Manager, and no waivers or extensions of the time to assess or collect any such Taxes are currently in effect.

(iv)	There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of REIT Manager.

(v)

There are no pending or threatened in writing audits, assessments , claims, proceedings, or other actions with respect to Taxes or Tax Returns of, or with respect to, REIT Manager, or any matters under discussion with any Tax Authority with respect to Taxes that are likely to result in an additional liability for material Taxes on the part of REIT Manager. No power of attorney has been granted to any Person with respect to any Tax matter of REIT Manager that will remain in force after the Closing. No claim has been made by any Tax Authority in a

jurisdiction where REIT Manager does not file Tax Returns that such entity is or may be subject to taxation by that jurisdiction.

(vi)	The representations and warranties contained in this Section 3.01(k) are the sole and exclusive representations and warranties made by REIT Manager relating to Tax matters, including compliance with and liabilities arising under Tax Laws.

(vii)

REIT Manager does not own any equity interest in any other entity (as determined for U.S. federal income Tax purposes), and REIT Manager is not party to a joint venture or similar arrangement.

(viii)

REIT Manager is not party to any plan or policy covering (or agreement with) any Business Employee that is subject to Section 409A of the Code or that could require REIT Manager, or any of its successors or assigns, to provide any gross up, indemnify or reimburse payments to any Person for any taxes, penalties or interest incurred because of a violation of Section 409A of the Code.

(ix)

Notwithstanding any provision of this Agreement to the contrary, (i) the foregoing provisions of this Section 3.01(k) constitute the sole and exclusive representations and warranties of the REIT Manager regarding Taxes, Tax Returns and other matters relating to Taxes and (ii) nothing in this Agreement (including this Section 3.01(k)) shall be construed as providing a representation or warranty with respect to the existence, amount, expiration date or limitations on (or availability of) any Tax attribute (including methods of accounting) of the REIT Manager or with respect to Taxes for any period or portion thereof ending after the Closing Date.

(l) Absence of Certain Changes . From January 1, 2017 until the Closing Date, REIT Manager has operated in the ordinary course of business in all material respects.

(m) Employees .

(i)

REIT Manager has made available to the REIT a list (the " Employee Roll ") of those individuals who are the employees of REIT Manager as of the date that is [no more than two (2) Business Days] prior to the Closing Date (each, a " Business Employee "). The Employee Roll includes the following accurate and complete information as of the date provided with respect to each Business Employee: (i) annual base salary, (ii) annual bonus paid to such Business Employee for the REIT's last completed fiscal year, (iii) accrued unused vacation days; and (iv) a list, by type of plan, of each group welfare or retirement plan in which such Business Employee is eligible to participate. Except as set forth in the Employee Roll, neither the execution and delivery of this Agreement or the Transaction Documents, nor the performance of the Transactions, will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including severance payments, but excluding unemployment or other statutory compensation payments) becoming due from the REIT Manager or any of its Subsidiaries to any Business Employee, under any Manager Plan; (B) materially increase any benefits otherwise payable under any Manager Plan; or (C) result in any acceleration of the time of payment or vesting of any benefits payable by the REIT Manager or any of its Subsidiaries to any Business Employee under any Manager Plan; or (D) result in any payment (whether in cash or property or the vesting of property) to any "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G-1) that could, individually or in combination with any other such payment, reasonably be expected to constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code).

(ii)

REIT Manager is not a party to any collective bargaining agreement or labor union contract (each a " Collective Bargaining Agreement "); no Collective Bargaining Agreement is being negotiated; and REIT Manager is not the subject of any legal proceeding that seeks to compel REIT Manager to bargain with any labor organization as to wages or conditions of employment or any other matter. No labor organization or group of employees of REIT Manager has made, in writing, a pending demand for recognition or certification, and, to the REIT Manager's Knowledge, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There is no strike, lockout, slowdown, or work stoppage against REIT Manager currently pending or, to the Knowledge of any REIT Manager, threatened, that may interfere in any material respect with the conduct of the Business by REIT Manager.

(n) Benefit Plans . Subject to Sections 4.06(d) and 4.06(i) , the Transferred Assets do not include any Manager Plans. Neither REIT Manager nor any of its ERISA Affiliates has, within the preceding six (6) years, maintained, established, contributed to or been obligated to contribute to (A) a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, or (B) a pension plan subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code.

(o) Loans to REIT Manager . There are no outstanding loans to, or other Indebtedness incurred by, REIT Manager, except as set forth on Schedule 3.01(o) .

(p) Licenses and Permits . (i) REIT Manager holds all material licenses, permits and other regulatory and governmental authorizations (" Governmental Licenses ") that are required to be maintained by it in connection with the conduct of the Business, (ii) each such Governmental License is valid and in full force and effect in all material respects and will not be invalidated by consummation of the Transactions and (iii) REIT Manager has been in compliance in all material respects with all of the terms and requirements of each Governmental License, and, to REIT Manager's Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to any Governmental License.

(q) Information Furnished; Financial Statements .

(i)	REIT Manager has made available to the REIT true and complete copies of all material corporate records of REIT Manager relevant to the Business and all other items referred to in the schedules of this Section 3.01 .

(ii)

Copies of (i) the consolidated financial statements for REIT Manager, consisting of a balance sheet as of December 31, 2017 and the related statements of operations, members' equity and cash flows for the year then ended, and the notes thereto, and (ii) the unaudited consolidated financial statements for REIT Manager, consisting of a balance sheet as of September 30, 2018 (the " Current Balance Sheet ") and the related statements of operations, member's equity and cash flows for the period then ended, (collectively, the " Financial Statements ") have been made available to the REIT. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except in the case of the unaudited Financial Statements, for the absence of footnotes and subject to customary year-end adjustments. The Financial Statements are complete and correct in all material respects and fairly present, in all material respects in accordance with GAAP, the financial position and results of operations of REIT Manager as of their respective dates and for the respective periods presented, and are consistent with the books and records of REIT Manager (which books and records are

complete and correct in all material respects). To the Knowledge of REIT Manager, the Business has no significant deficiencies in the design or operation of its internal controls that could reasonably be expected to materially impair the REIT's ability to record, process, summarize and report financial data with respect to the Business. REIT Manager has not identified any fraud, whether or not material, that involves management or other employees of REIT Manager who have a significant role in REIT Manager's internal controls with respect to the Business. There have been no changes in the internal controls of REIT Manager relating to the Business or in other factors with respect to REIT Manager's operations that could affect internal controls with respect to REIT Manager or the Business.

(r) Absence of Undisclosed Liabilities . There are no material liabilities or obligations relating to the Business or the Transferred Assets of any nature, whether accrued, contingent or otherwise required to be accrued on a balance sheet in accordance with GAAP, and, to the Knowledge of REIT Manager, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a material liability or obligation, except for (i) the Transferred Liabilities, (ii) the Retained Liabilities, (iii) liabilities or obligations reflected in the Current Balance Sheet, or (iv) liabilities or obligations that were incurred since the date of the Current Balance Sheet in the ordinary course of business (including in the course of the Transactions).

(s) Real Property .

(i)

REIT Manager does not own any real property, has not owned any real property during the previous twelve months, and will not as of the Closing, own any real property. Schedule 3.01(s) sets forth a correct and complete list of the addresses of the real property leased or subleased to or occupied by REIT Manager (all such property, the " Leased Real Property ") and also lists the lease or sublease and any amendments thereto pursuant to which REIT Manager occupies any Leased Real Property.

(ii)	REIT Manager has delivered, or made available, to the REIT prior to the execution of this Agreement correct and complete copies of all leases (including any amendments and renewal letters) required to be listed on Schedule 3.01(s) .

(iii)

Except as set forth on Schedule 3.01(s) , no other Person holds any sublease, lease option or other current or contingent right to occupy any of the Leased Real Property before the expiration of the applicable lease. No tenant or other party in possession of any of the Leased Real Property has any right to purchase, or holds any right of first refusal to purchase, such properties.

(t) Environmental Liability . To REIT Manager's Knowledge, there are no pending legal, administrative, arbitral or other proceedings, or claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on REIT Manager of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance pending or threatened against REIT Manager, except as would not be reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect with respect to REIT Manager. REIT Manager is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect with respect to REIT Manager.

(u) Intellectual Property .

(i)

Schedule 3.1(u) sets forth a true, complete and accurate list of: (A) all registrations or applications for patents, trademarks, domain names or copyrights for the Transferred Intellectual Property owned by REIT Manager, in each case listing, as applicable, the title of the Intellectual Property, the jurisdiction (state, U.S. federal or foreign country), the application number and application date, the registration or patent number and registration or issuance date, and the registered owner (and, if different, the beneficial owner) (collectively, the " Registered IP "); and (B) any material unregistered trademarks. The Registered IP is (i) in compliance in all respects with all formal legal requirements to file, obtain or maintain such applications or registrations, (ii) valid and enforceable, and (iii) not subject to any Actions or maintenance fees that are or will become due within 90 days after the Closing Date.

(ii)

No Person has any joint ownership rights in any Transferred Intellectual Property owned by REIT Manager. Other than the IP Licenses, REIT Manager has not granted any license to any Person for any Transferred Intellectual Property owned by REIT Manager. As of the Closing Date, REIT Manager will own or otherwise have the right to use all of the Transferred Intellectual Property necessary for the conduct of the Business as it is currently conducted, free and clear of all Encumbrances.

(iii)

To the Knowledge of REIT Manager, use of the Transferred Intellectual Property in the conduct of the Business has not and does not infringe upon or misappropriate the Intellectual Property of any other Person. In addition, to the Knowledge of REIT Manager, none of the Transferred Intellectual Property owned by REIT Manager is being infringed upon, violated or misappropriated by any other Person. Consummation of the Transactions will not result in the imposition of any material financial obligation on the part of the REIT arising from the transfer of the Transferred Intellectual Property pursuant to the Transaction Documents.

(iv)

In each case in which REIT Manager has acquired or sought to acquire ownership of any Transferred Intellectual Property from any Person, including as a result of engaging such Person as a consultant, advisor, employee or independent contractor to independently or jointly conceive, reduce to practice, create or develop any Transferred Intellectual Property on behalf of the Manager (each an " Author "), REIT Manager has obtained unencumbered and unrestricted exclusive ownership of, by a written, valid and enforceable present assignment sufficient to irrevocably transfer, all of such Author's rights in such Intellectual Property and has obtained from such Authors the waiver of all non-assignable rights, including of any moral rights.

(v)

The computer systems, servers, telecommunications equipment, network equipment and other equipment, hardware and software owned, leased or licensed by the REIT Manager in connection with, relating to or necessary for the Business (collectively, the " IT Assets ") operate in all material respects in accordance with their documentation and functional specifications and otherwise as required by the REIT Manager and the operations of Business. REIT Manager (1) has taken commercially reasonable measures to preserve and maintain the performance, security and integrity of the IT Assets (and all software, information or data stored thereon) including against any unauthorized use, access, interruption, modification or corruption and (2) maintains reasonable documentation regarding all IT Assets, their methods of operation and their support and maintenance. REIT Manager has implemented and maintains commercially reasonable data backup, data storage, system redundancy, business continuity, and disaster avoidance and recovery procedures with respect to the IT Assets. There has been no failure with respect to any IT Assets that has had a material effect on the operations of the Business and, to the Knowledge of REIT Manager, there has been no unauthorized access to or use of any IT Assets.

(vi)

At all times since January 1, 2015, the operation of the Business has been, to the extent applicable to the Business, in material compliance with (1) all Information Privacy, Security, and Consumer Protection Laws, (2) payment card industry data security standards (PCI DSS), and (3) all Contracts (or portions thereof) between the REIT Manager and its vendors, marketing affiliates or other partners that are applicable to the use and disclosure of Personal Information. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will result in any violation of any applicable Information Privacy, Security and Consumer Protection Laws, privacy policies or security policies of the Business.

(vii)

Privacy policies of the Business regarding the REIT Manager's collection, storage, use and distribution of the Personal Information of visitors to the Business' websites and mobile applications are and have been posted and accessible to individuals at all times since January 1, 2015 on REIT Manager's websites and mobile applications. All such posted policies are accurate and have not contained any material omissions of the Business' privacy practices or practices concerning the collection, use, storage, registration and disclosure of Personal Information, and the REIT Manager has been in material compliance with all posted privacy policies as they relate to the Business.

(viii)

The REIT Manager contractually requires all third parties, including vendors, marketing partners and other Persons providing services to the Business who, to any material degree, have access to or receive Personal Information from the Business that is part of the Transferred Assets to comply with all applicable Information Privacy, Security and Consumer Protection Laws regarding the use of such Personal Information.

(ix)

The REIT Manager has used commercially reasonable efforts consistent with all applicable Information Privacy, Security and Consumer Protection Laws, prevailing industry practices and the REIT Manager's privacy policies to protect the integrity, security, and confidentiality of all Personal Information that is part of the Transferred Assets. To the Knowledge of the REIT Manager, there has been no material loss, unauthorized or illegal use, processing or disclosure of or access to, any Personal Information that is part of the Transferred Assets stored or secured by or for the Sellers.

(x)

To the extent that the REIT Manager receives, processes, transmits or stores any financial account numbers (such as credit cards, bank accounts, PayPal accounts, debit cards), passwords, CCV data, or other related data (" Cardholder Data ") that is part of the Transferred Assets, the REIT Manager has implemented information security procedures, processes and systems that have at all times met or exceeded all applicable Information Privacy, Security and Consumer Protection Laws in all material respects related to the collection, storage, processing and transmission of Cardholder Data, including those established by applicable Governmental Entities, and the Payment Card Industry Standards Council (including PCI-DSS).

(xi)

The Business is not currently, or since January 1, 2015 has not been, under investigation by any Governmental Authority or received any oral, written or other claim, complaint, inquiry or notice from any third party or any Governmental Authority related to whether the REIT Manager's collection, processing, use, storage, security and/or disclosure of Personal Information that is part of the Transferred Assets (1) is in violation of any applicable Information Privacy, Security and Consumer Protection laws, privacy policies or security policies or (2) otherwise constitutes an unfair, deceptive or misleading trade practice.

(v) Powers of Attorney . There are no outstanding powers of attorney executed on behalf of REIT Manager.

(w) Transactions with Related Parties . There is no: (i) agreement between REIT Manager, on the one hand, and any current or former officer, employee, director or partner of REIT Manager or any Affiliate of the foregoing Persons, excluding REIT Manager, on the other hand, except for employment agreements or other agreements governing terms of employment as set forth in Schedule 3.01 (w); or (ii) agreement requiring payments to be made by REIT Manager to any Person on a change of control or otherwise as a result of the consummation of the Transactions, except in each case as set forth in Schedule 3.01(w) .

(x) Insurance .

(i)

Schedule 3.01(x) sets forth a complete and correct list of all insurance policies held by or on behalf of the Business or REIT Manager as of the Closing Date (the " Business Insurance Policies "). REIT Manager has made available to the REIT a complete and correct copy of all the Business Insurance Policies together with all riders and amendments thereto. All the Business Insurance Policies are in full force and effect and REIT Manager is in compliance in all material respects with the terms of such policies. All premiums due and payable on the Business Insurance Policies have been duly and timely paid and, to REIT Manager's Knowledge, no notice of cancellation or termination has been received with respect to any such policy. The Business Insurance Policies will not terminate due to the consummation of the Transactions (assuming payment of any applicable policy premiums arising after the Closing).

(ii)	There are no claims pending under any of the Business Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies (other than through customary reservation of rights letters).

(y) Improper Payments . Neither REIT Manager nor, to the Knowledge of REIT Manager, any director, officer or representative of REIT Manager has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or (iii) made any unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, in each case, in violation in any material respect of any applicable Anti-Corruption Law. REIT Manager has not received any written communication that alleges that REIT Manager, or any of its representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

(z) Investment Company Act . REIT Manager is not required to be registered as an investment company under the Investment Company Act of 1940, as amended.

(aa) Brokers, Finders and Advisors . REIT Manager has not entered into any agreement resulting in, or which would reasonably be expected to result in, the REIT having any obligation or liability as a result of the execution and delivery of this Agreement and the consummation of the Transactions for any brokerage, finder or advisory fees or charges of any kind whatsoever.

(bb) Exclusivity of Representations . Except for the representations and warranties contained in this Section 3.01 (as modified by the schedules of this Section 3.01 ), the Transaction Documents, or any certificate delivered in connection herewith or therewith, none of REIT Manager or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to REIT Manager, the Transferred Assets, the Transferred Liabilities or any of the REIT Manager's

businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and REIT Manager disclaims any other representations or warranties, whether made by REIT Manager or any of its Affiliates, direct or indirect equityholders, officers, directors, employees, agents or representatives (collectively, " Related Persons "), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided.

Section 3.02 REPRESENTATIONS AND WARRANTIES OF THE REIT . In each case except as disclosed in the REIT SEC Filings (but excluding any forward-looking disclosures set forth in any "risk factors" section, any disclosures in any "forward-looking statements" section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) and except where the failure of any such representations or warranties to be true and correct results from an action or inaction by REIT Manager, the REIT hereby represents and warrants to REIT Manager as follows, as of the Closing Date (except as to any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), which representations and warranties shall survive the Closing to the extent provided in Section 5.01 :

(a) Organization and Qualification . The REIT: (A) is a duly formed corporation validly existing and in good standing under the Laws of the State of Maryland and is qualified to do business in each of the states in which it is required to be qualified, except where the failure to be so qualified would not reasonably be expected to result in a REIT Material Adverse Effect; and (B) has the full corporate power and authority to carry on its business as now being conducted. The REIT has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Transaction Documents and the documents to be executed and delivered by the REIT pursuant to this Agreement. The REIT is not in material default under any provision of its articles of amendment and restatement (as amended and supplemented), bylaws or other organizational document.

(b) Qualification as REIT . The REIT is organized and operated in a manner so as to qualify for taxation as a REIT pursuant to Sections 856 through 860 of the Code.

(c) Due Authorization; Approvals . The REIT has all necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Transaction Documents to which it is a party has been duly authorized by the REIT and constitutes the legal, valid and binding agreement of the REIT enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement and the Transaction Documents to which the REIT is a party and the performance by the REIT of the Transactions has been approved and no other corporate or other proceedings on the part of the REIT are necessary to authorize the execution and delivery by the REIT of this Agreement or the Transaction Documents to which the REIT is a party or the performance by the REIT of the Transactions. Upon their execution, the Transaction Documents to which the REIT is a party will be duly executed and delivered by the REIT and will constitute valid and binding obligations of the REIT enforceable against the REIT in accordance with their respective terms, subject to the Enforceability Exceptions.

(d) Capitalization . The authorized capital of the REIT consists solely of: (i) 6,542,798.195 shares of common stock, par value $0.0001 per share (the " Common Stock "); and (ii) 2,862.246 shares of Series A preferred stock, par value $0.0001 per share and 39,810.929 shares of Series 1 preferred stock (the " Preferred Stock "). As of the Closing Date: (y) 6,540,365.168 shares of Common Stock are issued and outstanding and (z) 2,862.246 shares of Series A Preferred Stock are issued and outstanding and 39,810.929 shares of Series 1 Preferred Stock are issued and outstanding. As of the date hereof, the aggregate number of shares of Common Stock reserved and available for issuance pursuant to Awards (as defined in the 2015

Incentive Plan) granted under the 2015 Incentive Plan is 500,000. As of the date hereof, the maximum number of shares of Common Stock that may be issued upon exercise of Incentive Stock Options (as defined in the 2015 Incentive Plan) granted under the 2015 Incentive Plan is 500,000.

(e) Opinion of Financial Advisor. The REIT Board has received an opinion of Ladenburg Thalmann & Co. Inc. as financial advisor to the REIT Board (the " REIT Board Financial Advisor "), to the effect that, as of the date of such opinion and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Consideration to be paid in the Contribution pursuant to this Agreement is fair, from a financial point of view, to the REIT. The REIT will make copies of such opinion available to REIT Manager promptly following the receipt thereof by the REIT Board, for informational purposes only, and it is agreed and understood that such opinion may not be relied on by any of REIT Manager.

(f) Brokers, Finders and Advisors . The REIT has not entered into any agreement resulting in, or which will result in, REIT Manager having any obligation or liability as a result of the execution and delivery of this Agreement, or the consummation of the Transactions, for any brokerage, finder or advisory fees or charges of any kind whatsoever, except that the REIT Board has employed the REIT Board Financial Advisor.

(g) Title to the Consideration . At Closing, the REIT Manager will acquire the Consideration free and clear of all Encumbrances of any nature whatsoever, other than those imposed by Law or resulting from action by a REIT Manager.

(h) Exclusivity of Representations . Except for the representations and warranties contained in Section 3.02 or the covenants and agreements of the REIT or its Affiliates in this Agreement and the Transaction Documents, the Transaction Documents, or any certificate delivered in connection herewith or therewith, none of the REIT or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the REIT, its Affiliates or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and the REIT disclaims any other representations or warranties, whether made by the REIT or any of its Related Persons, and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided.

ARTICLE IV
COVENANTS

Section 4.01 LITIGATION SUPPORT . In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided , however , that the contesting or defending party shall reimburse the other party for its reasonable out-of-pocket costs and expenses; provided , further , that each party may restrict the foregoing access and the disclosure of information to the extent that, (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege;

provided , further , that with respect to clauses (i) through (iii) of this Section 4.02(b) , the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party toprovide such access or disclosure, (B) develop an alternative to providing such information that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques as parties determine would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege.

Section 4.02 COOPERATION ON POST-CLOSING TAX MATTERS . The REIT and REIT Manager shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return and contesting any audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's reasonable request) the provision of records and information which are reasonably relevant to any such audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties agree: (a) to retain all books and records with respect to Tax matters pertinent to REIT Manager relating to any Pre-Closing Tax Period and to abide by all record retention agreements entered into with any Tax Authority; and (b) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, the REIT and REIT Manager, as the case may be, shall allow the other party to take possession of such books and records. Upon the REIT's, REIT Manager shall take any and all actions as are necessary to cause a valid election under Section 754 of the Code to be made with respect to any portion of the Contribution.

Section 4.03 RESTRICTIVE COVENANTS .

(a) Each of Michael V. Shustek and REIT Manager (collectively, solely for the purpose of this Section 4.03 , the " Restricted Parties ") covenants that, commencing on the Closing Date and ending on the three year anniversary of the Closing Date (the " Non-Competition Period "), he or it shall not, and shall not cause his or its respective Affiliates to, engage directly or indirectly in, in any capacity, or have any direct or indirect ownership interest in, or permit such Restricted Party's or any such Affiliate's name to be used in connection with, 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 (the " Restricted Business "); provided , however , that nothing in this Agreement shall prevent or restrict the Restricted Parties, or any of their respective Affiliates from any of the following:

(i)

owning equity interests, indebtedness or other securities representing not more than five percent (5%) of the equity capital of a company that is engaged in the Restricted Business, so long as the Restricted Party is not otherwise associated with the management of such company, including by serving on the board of directors or holding any other similar governing position;

(ii)	engaging in the business and activities as currently conducted by REIT Manager including the management of REIT Manager;

(iii)

engaging in any activities pursuant to or consistent with the Employment Agreement for Shustek; or

(iv)

owning, operating or leasing parking lots, parking garages or other parking facilities, directly or indirectly, as a result of loss mitigation, foreclosure or similar activities in connection with or incidental to investments in mortgage loans, mortgage servicing rights, mortgage-backed securities or other mortgage-related assets.

It is recognized that the Restricted Business is expected to be conducted in the United States and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation covenants set forth in Section 4.03(b) ) are therefore not appropriate.

(b) Each Restricted Party covenants that, during the Non-Competition Period, such Restricted Party shall not, and it shall cause its Affiliates not to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the REIT or any of its Subsidiaries for purposes of diverting their business or services from the REIT or any of its Subsidiaries.

(c) Each Restricted Party covenants that, during the Non-Competition Period, such Restricted Party shall not, and it shall cause its Affiliates not to, solicit the employment or engagement of services of any person who is, or was during the three-month period immediately prior to such solicitation, employed as an employee, contractor or consultant by the REIT or any of its Subsidiaries (including REIT Manager) during such period on a full- or part-time basis. The foregoing shall not prohibit any general solicitation of employees, contractors or consultants or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such employees, contractors or consultants.

(d) Each Restricted Party acknowledges that the restrictions contained in this Section 4.03 are reasonable and necessary to protect the legitimate interests of the REIT and constitute a material inducement to the REIT to enter into this Agreement and consummate the Transactions. Each Restricted Party acknowledges that any violation of this Section 4.03 may result in irreparable injury to the REIT and agrees that the REIT shall be entitled to seek preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 4.03 , which rights shall be cumulative and in addition to any other rights or remedies to which the REIT may be entitled.

(e) By executing this Agreement, Shustek hereby represents, warrants and covenants, to the Company, that:

(i)

This Agreement has been duly executed and delivered by Shustek and constitutes the legal, valid and binding agreement of Shustek enforceable against him in accordance with the terms of this Section 4.03 , subject to the Enforceability Exceptions. Shustek has full power and authority to execute this Agreement.

(ii)

Shustek acknowledges that, as a beneficial owner of a portion of the Equity Interests in REIT Manager, Shustek will be entitled to receive consideration and other benefits in connection with the Transactions, and that his agreement to be bound by the provisions of Section 4.03 is a material inducement for the Company to enter into and to carry out the terms of this Agreement and consummate the Transactions.

(f) In the event that any covenant contained in this Section 4.03 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 4.03 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Section 4.04 PUBLICITY . So long as this Agreement is in effect, REIT Manager and the REIT shall consult with each other and give each other and the Independent Board Members a reasonable opportunity to review and comment on, any press release or other public statement with respect to the Transactions and shall not issue any such press release or make any such public statement prior to obtaining the consent of the other parties, except as may be required by applicable Law or duties under applicable Law. Notwithstanding this Section 4.04 , no party shall be required to consult or obtain the consent of the other parties prior to making statements that are consistent with any previous press releases, public disclosures or public statements made by REIT Manager or the REIT in compliance with this Section 4.04 .

Section 4.05 RESTRICTIONS ON RESALE OF THE CONSIDERATION . If requested by the Company in connection with any contemplated capital raise by the Company, REIT Manager hereby agrees that it shall not offer, sell, contract to sell, pledge or otherwise transfer or dispose of any of the Consideration or securities convertible or exchangeable or exercisable for any of the Consideration, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership 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; provided, however, that notwithstanding anything to the contrary herein, the foregoing restrictions shall not apply to transfers by REIT Manager to its affiliates, successors or any investment fund or other entity controlled or managed by the REIT Manager so long as such transferee remains an Affiliate or controlled or managed by REIT Manager and agrees in writing to be bound by the terms of this Section 4.05 .

Section 4.06 EMPLOYEE MATTERS .

(a) The parties hereto acknowledge that, concurrently herewith, REIT Manager and the REIT are entering into the Employee Leasing Agreement, pursuant to which (i) REIT Manager will lease the Business Employees to the REIT during the period commencing on the Effective Date and ending on June 30, 2019 or such other date as may be mutually agreed by REIT Manager and the REIT (the " Employee Leasing Period "), and (ii) the REIT shall reimburse REIT Manager for certain costs incurred by REIT Manager with respect to such Business Employees during the Employee Leasing Period, as set forth in the Employee Leasing Agreement. As soon as practicable following the Effective Date, but in no event later than ten (10) days prior to the end of the Employee Leasing Period, the REIT shall make or cause one of its Subsidiaries to make, offers of employment to all Business Employees then employed by REIT Manager (including any such employees who are not actively-at-work) to be effective as of 12:01 a.m. on July 1, 2019 or such other date as may be mutually agreed by REIT Manager and the REIT (in any case, the " Hire Date "). Each offer of employment by the REIT or a Subsidiary thereof pursuant to this Section 4.06(a) shall be in writing, shall be on an at-will basis (except to the extent provided in an Employment Agreement or unless otherwise determined by the REIT in its sole discretion) and shall include (i) an employment position and responsibilities that are substantially the same as or greater than such Business Employee's position and responsibilities as of immediately prior to the Hire Date, (ii) an annual base salary or hourly wage rate, as applicable, that is no less than the annual base salary or hourly wage rate, as applicable, provided to such Business Employee as set forth in the Employee Roll, (iii) a target annual bonus opportunity that is no less than the annual bonus paid to such Business Employee as set forth in the Employee Roll, and (iv) employee benefits (including health, welfare and retirement benefits) that are substantially similar, in the aggregate, to those provided to such Business Employee as set forth in the Employee Roll. Each Business Employee who accepts employment with the REIT or a Subsidiary thereof and commences employment with the REIT or a Subsidiary thereof on or after the Hire Date shall hereinafter be referred to as a " Transferred Employee ". The REIT and REIT Manager intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee with respect to entitlement to severance benefits for purposes of any employee

benefit plan, policy or agreement, and that the Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing, and the REIT and REIT Manager shall reasonably cooperate to ensure the same.

(b) With respect to each Transferred Employee, for a period of not less than one (1) year following such Transferred Employee's Hire Date, the REIT shall, or shall cause one of its Subsidiaries to, provide such Transferred Employee with (i) a base salary or hourly base wage (as applicable), target annual bonus opportunity and employee benefits that are no less favorable than those included in such Transferred Employee's employment offer from the REIT that complies with Section 4.06(a) above. As soon as practicable following the Closing Date, the REIT shall adopt a severance policy covering non-executive Transferred Employees and other employees of the REIT, other than the Key Executives. The severance policy shall provide that the Chief Executive Officer of the REIT shall determine severance for such employees, subject to the terms of the severance policy, which, among other requirements, shall limit severance benefits to no more than twelve (12) months of such employee's base salary.

(c) Effective as of the Hire Date, the REIT and its Affiliates shall recognize employment or service with REIT Manager (including any current or former Affiliate or any predecessor thereof) prior to the Hire Date of each Transferred Employee for purposes of determining eligibility for participation, vesting, eligibility and benefit accrual of such Transferred Employee under all employee benefit plans and policies maintained by the REIT or an Affiliate of the REIT following the Hire Date (collectively, the " REIT Benefit Plans ") to the extent such credit was provided under the corresponding employee benefit plan in which such Transferred Employee participated immediately prior to the Hire Date, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans (but excluding for purposes of benefit accrual under any defined benefit plan), except to the extent such recognition would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, the REIT shall (or shall cause its Affiliates to): (i) cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any REIT Benefit Plan providing health, dental, hospital, vision, pharmaceutical or similar benefits to be waived with respect to Transferred Employees and their eligible dependents, except to the extent that such waiting period, exclusions or requirements applied to such Transferred Employee under the comparable employee benefit plan in which such Transferred Employee participated immediately before the Hire Date; and (ii) credit each Transferred Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Transferred Employee and his or her covered dependents under the employee benefit plans in which such Transferred Employee participated prior to the Hire Date during the plan year in which the Hire Date occurs for the purpose of determining the extent to which such Transferred Employee has satisfied the deductible, co-payment, or maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for such plan year under any REIT Benefit Plan providing health, dental, hospital, vision, pharmaceutical or similar benefits, as if such amounts had been paid in accordance with such plan.

(d) Following the Hire Date, the REIT shall 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 REIT and its Subsidiaries in the form of restricted stock or other equity-based awards. Such pool shall be allocated and such awards shall be made by the Compensation Committee of the REIT Board, subject to the right of the REIT Board to approve such awards and subject to the terms and conditions of the Company's equity incentive plan, and after consulting with, and considering in faith the recommendations of, the Chief Executive Officer of the REIT or his designee.

(e) Effective as of 12:01 a.m. on the Hire Date, the Transferred Employees shall cease active participation in each employee benefit plan and each other benefit or compensation plan, program, policy, contract, agreement or arrangement sponsored or maintained by REIT Manager or any of its Affiliates (other than the REIT and its Subsidiaries).

(f) As of the Hire Date, the REIT shall, or shall cause one of its Affiliates to, take all actions necessary to cause the Transferred Employees to become eligible to participate in the REIT Benefit Plans that are group health plans, and each Transferred Employee shall thereupon become eligible to participate in the REIT Benefit Plans that are group health plans.

(g) As of the Hire Date, the REIT shall, or shall cause one of its Affiliates to, take all actions necessary to cause the Transferred Employees to become eligible to participate in a defined contribution retirement plan of the REIT or such Affiliate which is qualified or eligible for qualification under Section 401(a) of the Code (the " REIT 401(k) Plan "), and each Transferred Employee shall thereupon become eligible to participate in the REIT 401(k) Plan. The REIT agrees that each Transferred Employee who receives an "eligible rollover distribution" (within the meaning of Section 402(c)(4) of the Code) from the REIT Manager's 401(k) plan shall be eligible to rollover such distribution to the REIT 401(k) Plan.

(h) For purposes of determining the number of vacation or paid time-off days to which each Transferred Employee shall be entitled following the Closing, the REIT shall assume and honor all vacation or paid time-off days accrued or earned but not yet taken by such Transferred Employee as of the Effective Date. To the extent that a Transferred Employee is entitled under any applicable Law or any policy of REIT Manager to be paid for any vacation or annual leave days accrued or earned but not yet taken by such Transferred Employee as of the Effective Date, the REIT shall discharge the liability for such vacation or paid time-off days.

(i) WARN Act and Other Notices . The REIT shall not take any action during the ninety (90)-day period following the Hire Date with respect to the Business Employees that would give rise to a "plant closing" or "mass layoff" or group termination under the Worker Adjustment and Retraining Notification Act (as amended, the " WARN Act ") and any similar federal, state or local Law of the United States or any other similar applicable Law, whether standing alone or when aggregated with applicable pre-Hire Date employee layoffs. The REIT agrees to provide, or to cause its Affiliates to provide, any required notice under the WARN Act and any similar federal, state or local Law of the United States or any other similar applicable Law and to otherwise comply with the WARN Act and such other Law with respect to any "plant closing" or "mass layoff" (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring on or after the Hire Date. The REIT shall assume liability for, and fully indemnify and hold harmless REIT Manager and its Affiliates with respect to, any Liability incurred by REIT Manager or any of its Affiliates pursuant to the WARN Act or any similar applicable Law in connection with any Business Employee, to the extent such liability arises from actions of the REIT or any of its Affiliates on or after the Hire Date, including with respect to the actions described in the immediately preceding sentences including, without limitation, a failure to extend an offer of employment complying with the requirements of this Section 4.06 to a Business Employee.

(j) Notwithstanding anything herein to the contrary, REIT Manager and the REIT acknowledge and agree that all provisions contained in this Section 4.06 are included for the sole benefit of REIT Manager and the REIT, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any employee benefit plan; (ii) shall limit the right of REIT Manager, the REIT or any of their respective Affiliates to amend, terminate or otherwise modify any employee benefit plan or other employee benefit plan, agreement or other arrangement following the Closing Date; or (iii) shall confer upon any Person who is not a party to this Agreement (including any

Transferred Employee, any current or former director, officer, employee or independent contractor of REIT Manager, or any participant in any employee benefit plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

Section 4.07 DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE .

(a) Without limiting any rights that any manager, director, executive officer or employee of REIT Manager or of its Affiliates may have under any indemnification agreement or the organizational documents of REIT Manager or as otherwise afforded by applicable Law, all of which shall survive the Closing, anything to the contrary contained in any Transaction Document notwithstanding, or under the organizational documents of the REIT, in addition to, and not in limitation of any other indemnity rights contained in any Transaction Document, from and after the Effective Date, the REIT shall indemnify and hold harmless the current or former managers, directors, executive officers or employees of REIT Manager and Affiliates acting in their capacity as such (collectively, the " D&O Indemnified Parties ") to the fullest extent authorized or permitted under applicable Law, as now or hereafter in effect, for acts or omissions by such D&O Indemnified Parties occurring prior to the Effective Date.

(b) As of the Effective Date or as soon as practicable thereafter, the REIT shall have obtain, and for a period of six years after the Effective Date, the REIT shall maintain in effect, with respect to the D&O Indemnified Parties, a policy of directors' and officers' liability insurance at a limit agreed to by REIT Manager and the REIT with respect to such individuals, in connection with the Business with respect to claims arising from, or related to facts or events which occurred at or before, the Effective Date.

ARTICLE V
INDEMNIFICATION AND CLAIMS

Section 5.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS . The representations and warranties of REIT Manager and the REIT contained in this Agreement will survive until eighteen months after the Closing Date, provided that the REIT Manager Fundamental Representations and the REIT Fundamental Representations shall survive for a period of four years after the Closing Date. The covenants and agreements herein or hereunder that are required to be performed by any Person after the Closing shall survive the Closing in accordance with their respective terms until performed. Notwithstanding the foregoing, a claim given in good faith in accordance with this Article V in respect of a representation, warranty, covenant or agreement on or prior to the date on which the representation, warranty, covenant or agreement ceases to survive shall not thereafter be barred by the expiration of the survival period, and may be pursued thereafter without regard to such expiration.

Section 5.02 INDEMNIFICATION OF THE REIT . REIT Manager shall indemnify and hold harmless the REIT and its successors and stockholders, members, managers, partners, officers, directors, employees and agents of each such indemnified Person (collectively, the " REIT Indemnified Parties ") from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any REIT Indemnified Party arising out of, resulting from, based upon or relating to:

(a) any breach, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), of any representation or warranty made by such REIT Manager in Section 3.01 of this Agreement;

(b) any failure by REIT Manager to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement or any of the Transaction Documents, except to the extent that such failure results from any act or omission of the REIT; provided , that, notwithstanding anything to the contrary in this Agreement, a Restricted Party shall be solely liable for a breach caused by such Restricted Party of a covenant contained in Section 4.03 , and REIT Manager shall not be liable for any such breach;

(d) any act or omission for which REIT Manager would be required to provide indemnity to the REIT under the Management Agreement as in effect immediately prior to the Closing (regardless of whether the Management Agreement remains in effect, in accordance with the indemnification provisions of the Management Agreement, and not subject to the limitations with respect to survival periods or amounts as provided in Section 5.01 and Section 5.04 of this Agreement), to the extent such act or omission preceded the Closing.

Section 5.03 INDEMNIFICATION OF REIT MANAGER . The REIT shall indemnify and hold harmless REIT Manager and its respective successors and stockholders, members, managers, partners, officers, directors, employees and agents of each such indemnified Person (collectively, the " REIT Manager Indemnified Parties ") from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any REIT Manager Indemnified Party arising out of, resulting from, based upon or relating to:

(a) any breach, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), of any representation or warranty made by the REIT in Section 3.02 of this Agreement or in any of the Transaction Documents, except to the extent that such breach results from any act or omission of REIT Manager;

(b) any failure by the REIT to duly and timely perform or fulfill any of its covenants or agreements required to be performed by them under this Agreement or any of the Transaction Documents, except to the extent that such failure results from any act or omission of REIT Manager; and

(c) any act or omission for which the REIT would be required to provide indemnity to REIT Manager under the Management Agreement as in effect immediately prior to the Closing (regardless of whether the Management Agreement remains in effect, in accordance with the indemnification provisions of the Management Agreement, and not subject to the limitations with respect to survival periods or amounts as provided in Section 5.02 and Section 5.04 of this Agreement), to the extent such act or omission preceded the Closing.

Section 5.04 LIMITATIONS .

(a) No amounts of indemnity shall be payable as a result of any claim arising under Section 5.02(a) :

(i)	unless and until Losses claimed thereunder, when aggregated, are in excess of an amount equal to one percent (1%) of the amount of Consideration Value (the " Basket Amount "), in which case the REIT Indemnified Parties may recover the aggregate amount of all Losses payable thereunder; and

(ii)	in excess of an amount equal to ten percent (10.0%) of the amount of Consideration Value (the " Indemnity Amount ") (aggregating all indemnity payments by REIT Manager under Sections 5.02(a) );

provided , that none of the limitations set forth in this sentence of Section 5.04(a) shall be applicable with respect to Fraud or representations and warranties set forth in any of the REIT Manager Fundamental Representations and any claim related to Sections 5.02 ( b), (c) or (d) . Subject to the foregoing limitations in this Section 5.04(a) , in connection with any indemnifiable Losses arising out of Section 5.02(a), (b) and (c) , other than for Fraud, the maximum liability of REIT Manager shall not exceed the Consideration Value.

(b) No amounts of indemnity shall be payable as a result of any claim arising under Section 5.03(a) :

(i)	unless and until Losses claimed thereunder, when aggregated, are in excess of the Basket Amount, in which case the REIT Manager Indemnified Parties may recover the aggregate amount of all Losses in excess of the Basket Amount payable thereunder; and

(ii)	in excess of the Indemnity Amount (aggregating all indemnity payments by the REIT under Section 5.03(a) ).

provided , that none of the limitations set forth in this sentence of Section 5.04(b) shall be applicable with respect to Fraud or representations and warranties set forth in any of the REIT Fundamental Representations and any claim related to Sections 5.03(b) or (c) . Subject to the foregoing limitations in this Section 5.04(b) , in connection with any indemnifiable Losses arising out of Sections 5.03(a) or (b) , other than for Fraud, the maximum liability of the REIT shall not exceed the Consideration Value.

(c) Notwithstanding anything to the contrary in this Agreement, for so long as REIT Manager holds Common Stock or is entitled to receive Common Stock pursuant to Section 1.01 , REIT Manager shall satisfy any indemnification liability for which REIT Manager is liable:

(i)

first by delivery of Common Stock (or, if REIT Manager does not currently hold any Common Stock but is entitled to receive Common Stock pursuant to Section 1.01 , then by a reduction of the next issuance of Common Stock pursuant to Section 1.01) , having a value calculated in accordance with the NAV; and

(ii)	thereafter by wire transfer of immediately available funds.

Section 5.05 INDEMNIFICATION PROCEDURES . All claims for indemnification by any person seeking indemnification under this Article V (an " Indemnified Party ") shall be asserted and resolved as follows:

(a) If an Indemnified Party intends to seek indemnification under this Article V , it shall promptly notify the Indemnifying Party in writing of such claim, indicating with reasonable particularity the nature of such claim and provide the Indemnifying Party with such additional relevant information in the Indemnifying Party's possession that the Indemnifying Party may reasonably request. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.

(b) If such claim involves a Third Party Claim against the Indemnified Party, the Indemnifying Party may, within thirty (30) days after receipt of such notice and information, and upon notice to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, assume the settlement or defense

thereof, with counsel reasonably satisfactory to the Indemnified Party; provided , that the Indemnified Party may participate in such settlement or defense through counsel chosen by it at the sole cost and expense of the Indemnified Party. If the Indemnifying Party assumes the settlement or defense of such claim and the Indemnified Party determines reasonably and in good faith that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest or that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel; provided, that such counsel is reasonably satisfactory to the Indemnifying Party. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 5.05(b) , the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder that imposes solely monetary obligations that are paid by the Indemnifying Party, does not contain a finding or admission of any violation of Law or any violation of the rights of any Person and contains an unconditional release of the Indemnified Party from all liability thereunder; provided , that to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party is contesting any such claim in good faith in accordance with the first sentence of this Section 5.05(b) , the Indemnified Party shall: (i) not pay or settle any such claim without the Indemnifying Party's consent, such consent not to be unreasonably withheld, conditioned or delayed; and (ii) cooperate with the Indemnifying Party and its counsel in the settlement and defense of such claim. If the Indemnifying Party is not entitled to join in or assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the Indemnified Party of the assumption of the defense of such claim within the thirty (30) day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof and the Indemnifying Party shall cooperate reasonably with it in connection therewith. Except as otherwise expressly provided in this Section 5.05 , the failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any costs and expenses incurred by such Indemnified Party in connection with the investigation and defense of such claim (including, without limitation, reasonable out of pocket attorneys' fees, other professionals' and experts' fees and court or arbitration costs) required to be paid by the Indemnifying Party on behalf of the Indemnified Party shall be paid as incurred, promptly against delivery of reasonably detailed invoices therefor.

(c) If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) cause, or agree to, the waiver of the attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside counsel of an Indemnified Party (the " Subject Materials ") relating to such Third Party Claim. Each party hereto mutually acknowledges and agrees, on behalf of itself and its Affiliates, that (i) each shares a common legal interest in preparing for the defense of legal proceedings, or potential legal proceedings, arising out of, relating to or in respect of any actual or threatened Third Party Claim or any related claim or counterclaim, (ii) the sharing of Subject Materials will further such common legal interest and (iii) by disclosing any Subject Materials to and/or sharing any Subject Materials with the Indemnifying Party, the Indemnified Party shall not waive the attorney-client privilege, attorney work-product immunity or any other privilege or protection. The Indemnified Party shall not be required to make available to the Indemnifying Party any information that is subject to an attorney-client or other applicable legal privilege that based on the advice of outside counsel would be impaired by such disclosure or any confidentiality restriction under applicable Law.

Section 5.06 CHARACTER OF INDEMNITY PAYMENTS . The parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to or refund of the Consideration, unless otherwise required by Law (including by a determination of a Tax Authority that, under applicable Law, is not subject to further review or appeal).

Section 5.07 REMEDIES .

(a) Each of the parties hereto shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement and the obligations of each other party hereto in the event that (i) all deliverables set forth in Section 2.02 required to be delivered or waived by the party seeking injunctive or other equitable relief hereunder (other than those conditions that by their terms or their nature are to be satisfied at the Closing, but subject to such conditions being satisfied or waived assuming a Closing would occur) have been so delivered or waived, and (ii) any party fails to complete the Closing by the Outside Date.

(b) Notwithstanding anything to the contrary contained in this Agreement, except for claims based on Fraud, claims based on Section 5.02(d) and Section 5.03(c) or claims for equitable relief pursuant to Section 4.03 , the remedies expressly set forth in this Article 5 shall be the sole and exclusive remedy for the parties hereto and the other Indemnified Parties for any breach of any representation, warranty, covenant or other provision contained in this Agreement or otherwise relating to the subject matter of this Agreement. In furtherance of the foregoing, each party hereto (on behalf of itself and the other Indemnified Parties) hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or provision set forth herein or otherwise relating to the subject matter of this Agreement such party or other Indemnified Parties may have against the other party and each of its Affiliates and representatives arising under or based upon any Law, except in the case of Fraud or pursuant to the express indemnification provisions set forth in this Article 5 . The REIT and REIT Manager hereby covenant and agree that neither shall bring any action for any breach of any representation, warranty, covenant, agreement or provision set forth herein or otherwise relating to the subject matter of this Agreement against any Person other than the other party hereto.

Section 5.08 SUBROGATION/INSURANCE . If an Indemnified Party recovers Losses from an Indemnifying Party, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party's rights against any third party (including any employees) with respect to such recovered Losses, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party's policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. With respect to any rights of any Indemnifying Party (including any employees) against a third party to which an Indemnified Party is entitled pursuant to the preceding sentence, such Indemnified Party shall use commercially reasonable efforts to preserve any rights that such Indemnifying Parties may have to make claims against third parties (including under applicable insurance policies) and the Indemnified Parties and the Indemnifying Parties shall cooperate with and assist the other in issuing notices of claims to such third parties, presenting claims for payment and collecting proceeds related thereto. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses of any Person under this Article V shall be net of the amount, if any, received by the Indemnified Party (after deducting all costs and expenses associated with recovering such amount) from any third party (including any insurance company or other insurance provider).

ARTICLE VI
GENERAL PROVISIONS

Section 6.01 NOTICES . All notices, demands and requests hereunder shall be in writing and shall be deemed to have been properly given if: (a) hand delivered; (b) sent by reputable overnight courier

service; (c) emailed (provided receipt is acknowledged); or (d) sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses set forth below, or at such other address as any of the parties may from time to time designate by written notice given as herein required. Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided , however , that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-Business Day, then such notice or communication so made shall be deemed effective on the first Business Day after the day of actual delivery. All such notices shall be addressed as follows:

If to the REIT: The Parking REIT, Inc.
8880 W. Sunset Road, Suite 240

Las Vegas, Nevada 89148
Attention: John Dawson, Board Chairman

Email: jdawson@dickinson-wright.com

With copies to (not constituting notice): Morrison & Foerster LLP
701 Wilshire Boulevard
Los Angeles, California 90017
Attention: Hillel T. Cohn
Email: hcohn@mofo.com

If to REIT Manager: MVP Realty Advisors, LLC
8880 W. Sunset Road, Suite 240

Las Vegas, Nevada 89148
Attention: Mike Shustek
Email: mike@theparkingreit.com

With a copy to (not constituting notice): Latham & Watkins LLP
355 South Grand Avenue, Suite 101
Los Angeles, CA 90071
Attention: Brad Helms
Email: brad.helms@lw.com

Section 6.02 ENTIRE AGREEMENT; AMENDMENTS . This Agreement (together with any exhibits and the other Transaction Documents) contains the entire agreement among the parties with respect to the Transactions, and shall supersede all previous oral and written agreements and all contemporaneous oral negotiations, commitments and understandings between the parties. This Agreement may be amended, changed, terminated or modified only by agreement in writing duly authorized (which authorization shall include approval of a majority of the independent directors of the Board of Directors of the REIT) and executed by all of the parties.

Section 6.03 SUCCESSORS AND ASSIGNS . The covenants, agreements, rights and obligations contained in this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, successors and assigns of the parties hereto and all Persons or entities claiming by, through or under any of them.

Section 6.04 FURTHER DOCUMENTS . Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate and carry out the Transactions, whether before or after the Closing.

Section 6.05 GOVERNING LAW; JURISDICTION .

(a) This Agreement, and all claims or causes of actions (whether at law, in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Maryland without giving effect to conflicts of Laws principles (whether of the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland).

(b) All legal proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located within Maryland. Each of the parties hereby irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of any state or federal court located within Maryland, for the purpose of any legal proceeding arising out of or relating to this Agreement and the Transactions brought by any party; (ii) agrees not to commence any such legal proceeding except in such courts; (iii) agrees that any claim in respect of any such legal proceedings may be heard and determined in any state or federal court located within Delaware; (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such legal proceeding; and (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such legal proceeding. Each of the parties agrees that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 6.01 . Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

Section 6.06 COUNTERPARTS . This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original and all of which, collectively, shall constitute one (1) agreement.

Section 6.07 CONSTRUCTION OF AGREEMENT . No party, or its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against any party.

Section 6.08 NO WAIVER . A waiver by any party hereto of a breach of or failure to perform any of the covenants or agreements in this Agreement to be performed by any other party shall not be construed as a waiver of any succeeding breach of or failure to perform the same or other covenants, agreements, restrictions or conditions of this Agreement. No waiver shall be effective unless duly authorized (which authorization, relating to the REIT, shall include approval of a majority of the independent directors of the Board of Directors of the REIT) and memorialized in a writing signed by the party against whom such waiver is to be effective.

Section 6.09 SEVERABILITY . In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by Law.

Section 6.10 HEADINGS . The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.

Section 6.11 INTERPRETATION . For purposes of this Agreement, the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to articles, sections, exhibits and schedules mean the articles and sections of, and the exhibits and schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement, as applicable; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to "dollars" or "$" shall mean United States Dollars.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE PARKING REIT, INC. , a Maryland corporation

By: /s / John Dawson

Name: John Dawson

Title: Chairman of the Board

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MVP REALTY ADVISORS, LLC, dba THE PARKING REIT ADVISORS,

a Nevada limited liability company

By: /s/Michael V. Shustek

Name:Michael V. Shustek

Title: Manager

FOR PURPOSES OF SECTION 1.01(c) :

VESTIN REALTY MORTGAGE I, INC. , a Maryland corporation

By: /s/Michael V. Shustek

Name: Michael V. Shustek

Title: Chief Executive Officer

FOR PURPOSES OF SECTION 1.01(c) :

VESTIN REALTY MORTGAGE II, INC. , a Maryland corporation

By: /s/Michael V. Shustek

Name: Michael V. Shustek

Title: Chief Executive Officer

FOR PURPOSES OF SECTION 4.03 :

MICHAEL V. SHUSTEK

/s/Michael V. Shustek

Michael V. Shustek

EXHIBIT A
DEFINED TERMS

" 2015 Incentive Plan " means the MVP REIT II, Inc. Incentive Plan, dated as of September 22, 2015.

" Accrued Management Fee " means the amount of the Asset Management Fee (as defined in the Management Agreement) that has accrued and is unpaid or earned under the Management Agreement through (and including) the Closing Date; provided that, for avoidance of doubt, the Accrued Management Fee shall not include any Subordinated Compensation (as defined in the Management Agreement).

" Affiliate " means, with respect to any Person, any other Person that directly, or indirectly through one (1) or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

" Agreement " is defined in the preamble.

" Anti-Corruption Laws " means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended and (b) any anti-bribery, anti-corruption or similar applicable Law of any other jurisdiction.

" Anti-Terrorism Law " means each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956; and (d) any other Law now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism.

" Assignment and Assumption Agreement " is defined in Section 2.02(a) .

" Author " is defined in the Section 3.02(v)(iii) .

" Basket Amount " is defined in Section 5.04(a)(i) .

" Bill of Sale " is defined in Section 2.02(a) .

" Business " means the asset management of the Company and its subsidiaries as currently conducted by REIT Manager pursuant to the Management Agreement.

" Business Day(s) " means a day, other than a Saturday or Sunday or any other day on which commercial banking institutions in New York, New York are not open for the transaction of normal banking business.

" Business Employee " is defined in Section 3.01(m)(i) .

" Business Insurance Policies " is defined in Section 3.02(y) .

" Closing " is defined in Section 2.01 .

" Closing Date " is defined in Section 2.01 .

" Code " means the Internal Revenue Code of 1986, as amended.

" Collective Bargaining Agreement " is defined in Section 3.02(n)(ii) .

" Common Stock " is defined in Section 3.03(d) .

" Consideration " is defined in Section 1.01(a) .

" Consideration Value " means an amount equal to (A) 1,600,000, multiplied by (B) the NAV.

" Contracts " means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral (and all amendments or modifications thereto) to which REIT Manager is a party that are legally binding on REIT Manager.

" Contribution " is defined in Section 1.01(a) .

" Current Balance Sheet " is defined in Section 3.02(r)(ii) .

" D&O Indemnified Parties " is defined in Section 4.07 .

" Designated Person " means any Person who: (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control or any other similar lists maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control pursuant to authorizing statute, executive order or regulation; (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s) or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner who violates Section 2 of the Executive Order; or (c) (i) is an agency of the government of a country, (ii) is an organization controlled by a country or (iii) is a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

" Effect " means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

" Effective Date " is defined in the preamble.

" Employee Leasing Agreement " means that certain Employee Leasing Agreement between REIT Manager and the REIT, substantially in a form attached hereto as Exhibit J .

" Employment Agreements " is defined in Section 2.02(a)(viii) .

" Employee Roll " is defined in Section 3.01(m) .

" Encumbrances " means any and all liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements or other adverse claims or restrictions on title or transfer of any nature whatsoever.

" Enforceability Exceptions " is defined in Section 3.01(b) .

" Equity Interests " means: (a) with respect to a corporation, as determined under the Laws of the jurisdiction of organization of such entity, shares of capital stock (whether common, preferred or treasury); (b) with respect to a partnership, limited liability company, limited liability partnership or similar Person, as determined under the Laws of the jurisdiction of organization of such entity, units, interests or other partnership or limited liability company interests; or (c) any other equity ownership.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

" ERISA Affiliate " means with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same "controlled group" as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

" Excluded Assets " means (a) any ownership interest held by REIT Manager in MVP Parking DST, LLC, a Delaware limited liability company, and/or MVP REIT II, Inc., a Maryland corporation; (b) any Contract between the REIT Manager and any of its employees; and (c) any Manager Plan.

" Excluded Taxes " means any Taxes relating to (a) the Retained Liabilities and (b) federal and/or income Taxes of the REIT Manager arising in the Pre-Closing Tax Period

" Executive Order " means Executive Order No. 13224 on Terrorist Financings:—Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 132684, as so amended.

" Financial Statements " is defined in Section 3.02(r)(ii) .

" Fraud " means (a) with respect to REIT Manager, the actual fraud of REIT Manager with respect to (i) the making of any representations and warranties in Section 3.01 of this Agreement (as modified by the Schedules) or in any Transaction Documents, or (ii) the making of the covenants or agreements of REIT Manager in this Agreement or in any Transaction Document, in each case which involves a knowing and intentional misrepresentation with the intent to deceive the REIT or its Affiliates and upon which the REIT or such Affiliates actually have relied (it being understood and agreed that, for the avoidance of doubt, the REIT and its Affiliates have relied upon the representations, warranties and covenants in this Agreement (as modified by the Schedules) or in any Transaction Documents), and for the avoidance of doubt, does not include claims based on constructive knowledge, negligent misrepresentation or a similar theory under applicable tort laws and (b) with respect to the REIT, the actual fraud of the REIT with respect to (i) the making of any representations and warranties in Section 3.02 of this Agreement or in any Transaction Documents, or (ii) the making of the covenants or agreements of the REIT in this Agreement or in any Transaction Document, in each case which involves a knowing and intentional misrepresentation with the intent to deceive REIT Manager or its Affiliates and upon which REIT Manager or such Affiliates actually have relied (it being understood and agreed that, for the avoidance of doubt, REIT Manager and its Affiliates have relied upon the representations, warranties and covenants in this Agreement or in any Transaction Documents), and for the avoidance of doubt, does not include claims based on constructive knowledge, negligent misrepresentation or a similar theory under applicable tort laws.

" Governmental Authority(ies) " means the government of the United States or any other nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, instrumentality, regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

" Governmental Licenses " is defined in Section 3.02(q) .

" Indebtedness " means, as to any Person: (a) all obligations of such Person for borrowed money (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured); (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business; (d) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency; (e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (f) all obligations of such Person under leases which have been or should be, in accordance with United States generally accepted accounting principles, recorded as capital leases; (g) all indebtedness secured by any lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person; and (h) all guarantees by such Person of the Indebtedness of any other Person.

" Indemnified Party " is defined in Section 5.05 .

" Indemnifying Party " means any Person against whom a claim for indemnification is being asserted under any provision of Article V .

" Indemnity Amount " is defined in Section 5.04(a)(ii) .

" Independent Board Members " is defined in the recitals.

" Information Privacy, Security, and Consumer Protection Laws " means all applicable Legal Requirements concerning the privacy or security of Personal Information (including, to the extent applicable to the Business, any laws of jurisdictions where the Personal Information was collected), and all regulations promulgated thereunder, including, if applicable to the Business, HITECH, the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act, the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children's Online Privacy Protection Act, the Computer Fraud and Abuse Act, state social security number protection laws, state data breach notification laws and any Legal Requirements applicable to the Business concerning requirements for website and mobile application privacy policies and practices, data or web scraping, call or electronic monitoring or recording or any outbound communications (including, outbound calling and text messaging, telemarketing, and e-mail marketing).

" Intellectual Property " means all of the following forms of intellectual property and all rights therein in any jurisdiction: (a) registered and unregistered trademarks, trade names, service marks, brand names, logos and slogans, and all applications and registrations therefor, and all goodwill associated therewith; (b) patents, patent applications, invention disclosures and inventions conceived or reduced to practice prior to the Closing Date, including any provisional, utility, continuation, continuation-in-part or divisional applications filed in the United States or other jurisdiction prior to the Closing Date, and all reissues thereof and all reexamination certificates issuing therefrom; (c) copyrights, including all related copyright applications and registrations and moral rights; (d) confidential information, know-how and trade secrets, whether or not reduced to practice; (e) domain names and all related registrations; (f) all computer and electronic data processing programs and software programs and related documentation; (g) rights of publicity and privacy; (h) the right to sue for and recover damages, assert, settle or release any claims or demands and obtain all other remedies and relief at law or equity for any past, present or future infringement

or misappropriation of any of the foregoing; and (a) licenses, options to license and other contractual rights to use any of the foregoing.

" Key Executives " means Michael V. Shustek, Daniel Huberty, and James Kevin Bland.

" Knowledge " means the actual knowledge, after reasonable inquiry, (a) with respect to the REIT Manager the Key Executives and (b) with respect to the Company, John Dawson.

" Law(s) " means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, decrees, policies, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority.

" Leased Real Property " is defined in Section 3.02(t)(i) .

" Legal Requirement(s) " means any and all judicial decisions, orders, injunctions, writs, statutes, laws, rulings, rules, regulations, permits, certificates or ordinances of any Governmental Authority.

" Losses " means any and all damages, fines, fees, penalties, liabilities, losses and costs and expenses (including interest, court costs and fees, reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment); provided , that Losses shall not include any indirect, special, punitive, incidental or consequential damages (other than any such damages asserted in a claim by a third party).

" made available " means (a) filed with the SEC and publicly available on the SEC's website, (b) posted in the electronic data room established for purposes of the Transactions and made available to the Independent Board Members in such data room, or (c) provided to legal counsel to the Independent Board Members by e-mail, in each case, at least five (5) Business Days prior to the Effective Date.

" Management Agreement " is defined in the recitals.

" Manager Plan " means any Plan maintained by REIT Manager or any of its Subsidiaries, or to which REIT Manager or any of its Subsidiaries contributes or is obligated to contribute or otherwise has any liability.

" Material Adverse Effect " means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of REIT Manager taken as a whole, or (ii) prevent, materially impede or materially delay the ability of REIT Manager to consummate the Transactions; provided , however , that in the case of the immediately preceding clause (i), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: any Effect arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles, (c) the negotiation, execution, announcement or performance of this Agreement in accordance with the terms hereof or the consummation of the Transactions, (d) acts of war, sabotage or terrorism, or

any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (e) earthquakes, hurricanes or other natural disasters, (f) the public announcement or pendency of the Transactions or (g) any Effect that has been cured prior to the Closing; provided further , however , that any Effect arising out of or resulting from the matters described in clauses (a), (b), (d) or (e) shall not be excluded if and to the extent that such Effect disproportionately affects REIT Manager taken, taken as a whole, as compared to other Persons engaged in the businesses in which REIT Manager is engaged.

" Material Contracts " is defined in Section 3.02(g) .

" NAV " means an amount equal to $19.77 per share of Common Stock.

" Non-Competition Period " is defined in the Section 4.03(a) .

" OP " is defined in the recitals.

" Patriot Act " means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act).

" Person(s) " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

" Personal Information " means all information that identifies, or could reasonably be used to identify or is otherwise identifiable with an individual or individual's device ( i.e. device identifiers, IP address, MAC address, or other device identifier) and includes any information combined with other Personal Information ( e.g. geolocation), including demographic information, financial information, and any information that is regulated or protected by one or more Information Privacy, Security, and Consumer Protection Laws.

" Plan " means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen's compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, agreement, practice, policy or arrangement, whether written or oral, and whether or not subject to ERISA, including any " employee benefit plan " within the meaning of Section 3 (3) of ERISA.

" Pre-Closing Cash " means cash held by REIT Manager immediately prior to the Closing, which shall exclude cash whose use is restricted (e.g., cash posted as reserves for insurance coverage, cash posted as collateral for letters of credit, cash deposited to secure utility service or payments, and cash deposits received from prospective or actual lessees).

" Pre-Closing Tax Period " means any Tax period ending on or before the Closing Date and any period through the Closing Date in the case of a taxable period beginning before and ending after the Closing Date.

" Preferred Stock " is defined in Section 3.03(d) .

" Registration Rights Agreement " is defined in Section 2.02(a) .

" REIT " is defined in the preamble.

" REIT Board " is defined in the recitals.

" REIT Board Financial Advisor " is defined in Section 3.03(e) .

" REIT Fundamental Representations " means the representations set forth in Section 3.02(a) (Organization and Qualification), Section 3.02(c) (Due Authorization; Approvals) and Section 3.02(d) (Capitalization).

" REIT Indemnified Parties " is defined in Section 5.02 .

" REIT Manager " is defined in the preamble.

" REIT Manager Fundamental Representations " means the representations set forth in Section 3.01(a) (Organization and Qualification), Section 3.01(b) (Due Authorization; Approvals), Section 3.01(k) (Tax Matters) and Section 3.01(f) (Title to Assets).

" REIT Manager Indemnified Parties " is defined in Section 5.03 .

" REIT Material Adverse Effect " means any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, (i) a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the REIT, taken as a whole, or (ii) a material adverse effect on the ability of the REIT and its Subsidiaries to consummate the Transactions; provided , however , that in the case of the immediately preceding clause (i), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a REIT Material Adverse Effect: any Effect arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, regulatory, political, economic or business conditions or changes in generally accepted accounting principles, (c) the negotiation, execution, announcement or performance of this Agreement in accordance with the terms hereof or the consummation of the Transactions, (d) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (e) earthquakes, hurricanes or other natural disasters, (f) any decline in the market price, or change in trading volume, of the capital stock of the REIT or any failure to meet publicly announced revenue or earnings projections (provided, that any event giving rise to such decline, change or failure may otherwise be taken into account in determining whether there has been a REIT Material Adverse Effect if not falling into one of the other exceptions contained in this definition), (g) the public announcement or pendency of the Transactions or (h) any Effect that has been cured prior to the Closing; provided further , however , that any Effect arising out of or resulting from the matters described in clauses (a), (b), (d) or (e) shall not be excluded if and to the extent that such Effect disproportionately affects the REIT and its Subsidiaries, taken as a whole, as compared to other Persons engaged in the businesses in which the Company or any of its subsidiaries is engaged.

" REIT SEC Filings " means all forms, reports, schedules, statements and documents (including all exhibits to such forms, reports, schedules, statements and documents) filed or furnished with the SEC by the REIT, including any amendments or supplements thereto, from and after January 1, 2017 to the Closing Date.

" Relative Interest " is defined in Section 1.01(c) .

" Restricted Business " is defined in Section 4.03(a) .

" Restricted Parties " is defined in Section 4.03(a) .

" Retained Liabilities " means the obligation of REIT Manager, Shustek and certain of their affiliates (collectively, the " Manager Entities ") to perform any and all services requested by the REIT in connection with any agreement, whether currently in effect or that may from time to time be entered into by the REIT or any Affiliate of the REIT (together with the REIT, collectively, the " Company Parties "), pursuant to which any Company Party or an Affiliate of a Company Party borrows funds or is a guarantor with regard to any borrowed funds (such documents, collectively, the " Loan Documents "), including, without limitation, (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 and all representations, warranties and covenants in the Loan Documents and (iii) cooperating and taking, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable to comply with any request made by a lender, servicer or other person performing similar functions relating to any Loan Document. "Retained Liabilities" shall also include (a) Excluded Taxes and (b) a ny liability or obligation of REIT Manager of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) solely related to the Excluded Assets.

" SDAT " means the Maryland State Department of Assessments and Taxation.

" SEC " means the Securities and Exchange Commission.

" Services Agreement " is defined in Section 2.02(a) .

" Shustek " is defined in the preamble.

" Subject Materials " is defined in Section 5.05(c) .

" Subordinated Compensation " has the meaning set forth in the Management Agreement.

" Subsidiary " means, with respect to any Person, any other Person (a) of which the first Person owns directly or indirectly fifty percent (50%) or more of the Equity Interests in the other Person, (b) of which the first Person or any other Subsidiary of the first Person is a general partner or (c) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions with respect to the other Person are at the time owned by the first Person and/or one or more of the first Person's Subsidiaries.

" Tax " means any and all taxes, governmental fees, imposts, levies or other like assessments or charges of any kind whatsoever (including all net income, gross receipts, capital, sales, use, ad valorem, value added, goods and services, transfer, franchise, profits, alternative, environmental, inventory, license, withholding, payroll, employment, social security, unemployment, escheat, excise, severance, stamp, occupation, property (real or personal) and estimated taxes and customs duties), whether federal, state, local, foreign or other, together with any interest, penalty, addition to tax or additional amount imposed by any Tax Authority.

" Tax Authority " means any Governmental Authority responsible for the assessment, imposition , collection, or administration of any Tax.

" Tax Return " means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and any amendment thereof.

" Third Party Claim " means a third party action which constitutes a matter: (a) for which an Indemnified Party is entitled to indemnification under Article V ; or (b) which if determined adversely to the applicable Indemnified Party, would provide a basis for a claim for indemnification under Article V .

" Transaction Documents " is defined in Section 2.02 .

" Transactions " means the Contribution and the other transactions contemplated by this Agreement and the Transaction Documents.

" Transferred Assets " means all assets, rights and properties of REIT Manager, other than the rights of REIT Manager under the Transaction Documents and other than the Excluded Assets. Notwithstanding anything to the contrary herein, the Transferred Assets shall not include (i) any attorney-client privilege of REIT Manager or associated with the Business as a result of legal counsel representing REIT Manager, including in connection with the transactions contemplated by the Agreement; and (ii) all files maintained by legal counsel as a result of representation of REIT Manager or associated with the Business as a result of legal counsel representing REIT Manager, and all files maintained by REIT Manager, in connection with the transactions contemplated by this Agreement.

" Transferred Intellectual Property " means: (a) all Intellectual Property owned by REIT Manager and used in the Business; and (b) all licenses of Intellectual Property used in the Business to which REIT Manager is a party (other than licenses for off-the-shelf computer software that is generally available to the public on commercially reasonable terms which are non-transferrable).

" Transferred Liabilities " means a ny liability or obligation of REIT Manager of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes, other than the Retained Liabilities.

Exhibit 10.1

SERVICES AGREEMENT

Dated as of March 29, 2019

By and Among

THE PARKING REIT, INC.,

a Maryland corporation,

MVP REIT II OPERATING PARTNERSHIP, LP

a Delaware limited partnership ,

VESTIN REALTY MORTGAGE I, INC.

a Maryland corporation,

VESTIN REALTY MORTGAGE II, INC.

a Maryland corporation,

MVP REALTY ADVISORS, LLC, dba THE PARKING REIT ADVISORS

a Delaware limited liability company, and

MICHAEL V. SHUSTEK , an individual

SERVICES AGREEMENT

This SERVICES AGREEMENT (this " Agreement "), dated as of March 29, 2019 (the " Effective Date "), is by and among THE PARKING REIT, INC., a Maryland corporation (the " REIT "), MVP REIT II OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the " OP ," and together with the REIT and its Subsidiaries, each a " Company Party " and, collectively, the " Company Parties "), on the one hand, and VESTIN REALTY MORTGAGE I, INC., a Maryland corporation (" VRTA "), VESTIN REALTY MORTGAGE II, INC., a Maryland corporation (" VRTB "), MVP REALTY ADVISORS, LLC, DBA THE PARKING REIT ADVISORS, a Delaware limited liability company (" REIT Manager ") and Michael V. Shustek, an individual (" Shustek ", together with VRTA, VRTB and REIT Manager, each, a " Manager Entity " and, collectively, the " Manager Entities "). The Company Parties and the Manager Entities are referred to herein each as a " Party " and collectively as the " Parties ."

WHEREAS, the REIT, REIT Manager, VRTA, VRTB, and Shustek have entered into that certain Contribution Agreement, dated as of March 29, 2019 (the " Contribution Agreement ");

WHEREAS, the Manager Entities and certain of their Affiliates have, prior to the consummation of the transactions contemplated by the Contribution Agreement, provided certain services to the Company Parties:

WHEREAS, the Parties have agreed that after the consummation of the transactions contemplated by the Contribution Agreement, the Manager Entities will continue to provide the services described and set forth on Schedule A attached hereto and made a part hereof (collectively, the " Services ") all on the terms and conditions set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1. Definitions . Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed thereto in the Contribution Agreement.

ARTICLE II
SERVICES

Section 2.1. Scheduled Services .

(a) Upon the terms and subject to the conditions set forth in this Agreement, the Manager Entities agree to provide, or to cause one or more of their Affiliates or one or more third parties to provide, the Services to the Company and its Subsidiaries.

(b) Anything to the contrary notwithstanding, none of the obligations of the Parties under the Contribution Agreement shall constitute Services under this Agreement.

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Section 2.2. Additional Services . Each Manager Entity agrees that, if any Company Party identifies during the Term, services that such Company Party believes are necessary for the continued operation of its business that are not identified on Schedule A, upon the reasonable request of such Company Party, the Parties shall cooperate in good faith to modify Schedule A with respect to such additional services, upon terms (including cost reimbursement) and subject to conditions to be agreed upon in good faith by the Parties. No Party shall be obligated to perform or cause to be performed any such additional services unless and until the Parties agree in writing as to the price, specifications and other terms and conditions under which the applicable Party shall provide (or cause to be provided) such other services; provided , that upon the agreement of the Parties with respect to any such additional services, such additional services shall thereafter be deemed "Services" within the meaning of this Agreement and the provision of such services will be subject to the terms of this Agreement.

Section 2.3. Service Standards; Level of Service . The Manager Entities shall provide the Services to the Company in a prompt, professional and workmanlike manner, and shall provide the Services to the Company at a level of quality, responsiveness and diligence at least equal to the levels provided by such Party over the twelve (12) month period prior to the closing of the transactions contemplated by the Contribution Agreement, if applicable, but in any event at a level of quality provided by such Party to its own business (the " Service Standards "). In no event shall the Manager Entities have an obligation to perform any Service in any other manner, amount or quality unless expressly so specified in Schedule A with respect to a particular Service or mutually agreed upon after good faith discussions by the Parties. The Manager Entities shall promptly notify the Company of any event or circumstance of which the Manager Entities have knowledge that causes, or would be reasonably likely to cause, a material disruption in the Services.

Section 2.4. Employee Compensation . The Manager Entities shall be solely responsible for the payment of all employee benefits and any other direct and indirect compensation for the employees or any permitted subcontractors of the Manager Entities assigned to perform the Services, as well as such employees' worker's compensation insurance, employment taxes, and other applicable employer liabilities relating to such employees as required by law.

Section 2.5. Cybersecurity .

(a) The Manager Entities and the Company Parties will maintain or cause to be maintained reasonable security measures with respect to any interfaces required between the Manager Entities and the Company Parties in connection with the Services in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. In connection with this Agreement, the Manager Entities and the Company Parties will comply in all material respects with (i) all Information Privacy, Security, and Consumer Protection Laws, (ii) payment card industry data security standards (PCI DSS), (iii) all Contracts that are applicable to the use and disclosure of Personal Information, and (iv) the written privacy policies of each Party.

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(b) At all times during the Term, neither the Manager Entities nor the Company Parties will intentionally or knowingly introduce, and each will take commercially reasonable measures to prevent the introduction of, into the Manager Entities' or the Company Parties' computer systems, databases, or software any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down another Party's computer systems, databases, software, or other information or property. Except as may be required in connection with the provision of the Services, neither the Manager Entities nor the Company Parties will intentionally or knowingly tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by the other in the course of its business operations, and/or intentionally or knowingly compromise the security of the other's computer systems and/or networks.

(c) Each of the Manager Entities and the Company Parties shall reasonably cooperate with the other and shall cause their respective Affiliates to reasonably cooperate (i) in notifying the other of any Security Breach affecting a Manager Entity or a Company Party and (ii) in any investigation and mitigation efforts relating to such Security Breaches, in each case, in such Party's reasonable discretion and subject to applicable Law. As used herein, "Security Breach" means unauthorized access to, use of or disclosure of computerized data that compromises the security, confidentiality or integrity of any Confidential Information (as defined below) or Personal Information maintained by a Party.

(d) Each of the Manager Entities and the Company Parties shall notify the other Parties within three (3) Business Days of receipt of any oral, written or other claim, complaint, inquiry or notice from any third party or any Governmental Authority related to whether such Party's collection, processing, use, storage, security and/or disclosure of Personal Information in connection with this Agreement (i) is in violation of any applicable Information Privacy, Security and Consumer Protection laws or PCI DSS, (ii) in violation of any applicable privacy policies or security policies, or (iii) otherwise constitutes an unfair, deceptive or misleading trade practice.

Section 2.6. Cooperation .

(a) Each Company Party will share information and otherwise cooperate to the extent necessary to facilitate the provision of the Services pursuant to this Agreement. Each Company Party will cooperate in a commercially reasonable manner to facilitate the provision of Services as described herein and to make available to the Manager Entities properly authorized personnel for the purpose of consultation and decision.

(b) Each Company Party shall follow the policies, procedures and practices of the Manager Entities and their Affiliates applicable to the Services that are in effect as of the Effective Date, as may be modified from time to time, so long as the Company has been provided with notice (in writing, where available) of such policies, procedures and practices.

(c) A failure of any Company Party to act in accordance with this Section 2.6 that prevents either Manager Entity or its Affiliates or third parties, as applicable, from providing a Service hereunder shall relieve such Manager Entity of its obligation to provide such Service until such time as the failure has been cured; provided , that such Company Party has been notified promptly in writing of such failure.

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Section 2.7. Certain Changes . Either Manager Entity may change (a) its policies and procedures, (b) any Affiliates and/or third parties that provide any Services or (c) the location from which any Service is provided at any time; provided that each Manager Entity shall remain responsible for the performance of the applicable Services in accordance with this Agreement. Each Manager Entity shall provide the applicable Company Party with prompt written notice of any changes described in the prior sentence. Any such notice shall be provided to the applicable Company Party as soon as reasonably practicable prior to the effectiveness of such change or, if prior notice of such change is not practicable, as soon as reasonably practicable after the effectiveness of such change.

ARTICLE III
PAYMENT

Section 3.1. Consulting Fee . Commencing on the Effective Date, REIT Manager shall, beginning on the date upon which the REIT consummates its first capital raise after the Effective Date, be entitled to receive a consulting fee in consideration for the services rendered under this Agreement in an amount equal to $200,000 per year for four years (the " Consulting Fee "), which amount was determined based on actual costs anticipated to be incurred by REIT Manager and its Affiliates for providing such services. The Consulting Fee shall be payable monthly in arrears by the Company in either cash or Common Stock (as defined in the Contribution Agreement) at the Company's discretion. The Parties agree that a review with respect to determining the costs of providing the Services shall be performed at least annually, according to procedures to be mutually agreed upon by the Parties and an annual budget shall be created upon this review and approved by the Parties. The Manager Entities agree to provide quarterly statements detailing fees and expenses incurred for each quarter and will consult with the Company regarding the need to reforecast annual expected costs as necessary. The Parties will mutually agree on any annual changes to such Consulting Fee prior to such Consulting Fees being charged to the Company.

Section 3.2. Expense Reimbursement . In addition to the Consulting Fee, the Company shall pay directly or reimburse each Manager Entity for the actual cost of any reasonable third-party expenses paid or incurred by such Manager Entity and its Affiliates on behalf of the Company in connection with the Services it provides to the Company pursuant to this Agreement; provided, however, that such Manager Entity shall obtain the Company's approval (which approval shall not be unreasonably withheld) prior to incurring any third-party expenses for the account of, or reimbursable by, the Company, or in the alternative, if such Manager Entity expenses are subsequently agreed to by the Company. Notwithstanding anything else in this Agreement to the contrary, the Company Parties shall not be required to reimburse any Manager Entity for any administrative service expenses, including overhead, personnel costs and costs of goods used in the performance of Services hereunder. Expenses incurred by a Manager Entity on behalf of the Company Parties and payable pursuant to this Section 3.2 shall be reimbursed no less than quarterly to such Manager Entity. The Manager Entity shall deliver to the Company a statement within twenty (20) days of the end of each quarter documenting the expenses of the Company during such quarter which are to be reimbursed pursuant to this Section 3.2 and shall also deliver such statement to the Company within twenty (20) days of the termination date.

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ARTICLE IV
CONFIDENTIALITY

Section 4.1. Confidentiality .

(a) Each Party may receive (or otherwise have access to) Confidential Information of the other Parties (both orally and in writing) in connection with the provision of the Services. "Confidential Information" means any information, whether or not designated or containing any marking such as "Confidential," "Proprietary," or some similar designation, related to any Party and its services, properties, business, assets and financial condition relating to the business, finances, technology or operations of such Party or its Affiliates. Notwithstanding anything to the contrary herein, "Confidential Information" shall not include information that is or becomes generally available to the public other than as a result of a disclosure by a Party hereto in breach of this Agreement. Such information may include financial, technical, legal, marketing, network, and/or other business information, reports, records, or data (including, but not limited to, computer programs, code, systems, applications, analyses, passwords, procedures, output, information regarding software, sales data, vendor lists, customer lists, and employee- or customer-related information, personally identifiable information, business strategies, advertising and promotional plans, creative concepts, specifications, designs, and/or other material). Each Party agrees to treat all Confidential Information provided by the other Parties, or which such Party otherwise has access to, pursuant to this Agreement as proprietary and confidential to the other Parties, as applicable, and to hold such Confidential Information in confidence. No Party shall (without the prior written consent of the applicable other Party) disclose or permit disclosure of such Confidential Information to any third party; provided, that any Party may disclose such Confidential Information to any permitted third party subcontractors and its Affiliates' current employees, officers, or directors, or legal or financial representatives, in each case, who have a legitimate need to know such Confidential Information for the purpose of facilitating the provision of the Services and who have previously agreed in writing (including as a condition of their employment, contract or agency) to be bound by terms respecting the protection of such Confidential Information which are no less protective as the terms of this Agreement. If any Party is requested or required to disclose the Confidential Information of any other Party pursuant to any judicial or governmental order, the Party receiving such order shall, unless prohibited by Law, promptly notify the owner of the Confidential Information of such order so that the owner, in its sole discretion, may seek an appropriate protective order and/or take any other action to prevent or minimize the breadth of such disclosure. Each Party agrees to safeguard all Confidential Information of the other Parties with at least the same degree of care as such Party uses to protect its own Confidential Information, but in no event shall such degree of care be less than a reasonable degree of care. Each Party shall only use the other Party's Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and facilitating the provision of the Services. Such Party shall not, and shall cause its Affiliates and permitted third party subcontractors not to, at any time, collect, use, sell, license, transfer, make available or disclose any other Party's Confidential Information for its own benefit, the benefit of its Affiliates (or agents, subcontractors or representatives) or for the benefit of others. Each Party will be responsible for any violation of the confidentiality provisions of this Section 4.1(a) by any person or entity to whom it has disclosed Confidential Information, its subcontractors and its Affiliates' employees, officers and directors, and legal or financial representatives.

(b) Notwithstanding the foregoing, Section 4.1(a) shall not apply to any information that a Party can demonstrate (i) was, at the time of disclosure to it, in the public domain through no fault of such Party, (ii) was received after disclosure to it from a third party who had a lawful right to disclose such information to it, or (iii) was independently developed by the receiving Party. For the avoidance of doubt, any Confidential Information transferred from REIT Manager to the Company pursuant to the Contribution Agreement shall be considered to be the Confidential Information of the Company.

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(c) All Confidential Information transmitted or disclosed hereunder will be and remain the property of the Party to which such Confidential Information applies, and each Party shall promptly (at the applicable Party's sole election) destroy or return to such Party all copies thereof upon termination or expiration of this Agreement, or upon the written request of such Party; provided, that no Party shall be required to destroy any Confidential Information that is stored solely as a result of a backup created in the ordinary course of business and is not readily destroyable or that is stored on the computers of the personnel of such Party and/or its Affiliates and subject to deletion in accordance with such Party's and/or its Affiliates' electronic information management practices (subject to extended retention by such Party's or its Affiliates' compliance and legal department personnel in accordance with any applicable existing document retention/destruction policy). Upon the request of the applicable Party, the other Parties shall provide notice of any such applicable destruction in writing.

ARTICLE V
INDEMNIFICATION

Section 5.1. Indemnification of the Company Parties . Subject to the terms of this Article VIII, each of the Manager Entities agrees from and after the Effective Date to indemnify, defend and hold harmless the Company Parties from and against any and all Losses arising out of, resulting from or relating to third-party claims arising out of a material breach by the Manager Entities of any provision of this Agreement.

Section 5.2. Indemnification of the Manager Entities . Subject to the terms of this Article VIII, each of the Company Parties agrees from and after the Effective Date to indemnify, defend and hold harmless each of the Manager Entities from and against any and all Losses arising out of, resulting from or relating to third party claims arising out of a material breach by the Company Parties of any provision of this Agreement.

Section 5.3. Indemnification Procedures . In the event either a Manager Entity or a Company Party shall have a claim for indemnity against the other applicable Party, the applicable Parties shall follow the procedures set forth in Section ___ of the Contribution Agreement.

ARTICLE VI
TERM AND TERMINATION

Section 6.1. Term of Agreement . This Agreement shall become effective on the Effective Date and shall continue in operation, unless earlier terminated as provided in this Article IX, until the date on which the Company no longer needs any of the Services (the " Initial Term "). The Company may renew this Agreement for successive one-year terms by providing the Manager Entities written notice of its intention to renew this Agreement no later than sixty (60) days prior to the expiration of the Initial Term or any successive term (each a " Renewal Term "; the Initial Term and any Renewal Term are sometimes referred to as the " Term "), as applicable.

Section 6.2. Termination .

(a) Partial Termination . Any Company Party may, on written notice to the applicable Manager Entity, terminate any Service due to it and thereafter such terminated Service shall be deemed deleted from Schedule A . Any termination notice delivered by a Company Party shall identify the specific Service or Services to be terminated, and the effective date of such termination, which must be a date at least ninety (90) days from the date such termination notice is received.

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(b) Automatic Termination . This Agreement shall automatically terminate upon termination by the Company of all Services or upon the expiration of the Term.

(c) Termination for Default . In the event: (i) any Company Party shall fail to pay for any or all Services in accordance with the terms of this Agreement; (ii) of any default by either Manager Entity, in any material respect, in the due performance or observance by it of any of the other terms, covenants or agreements contained in this Agreement; or (iii) any Party shall become or be adjudicated insolvent and/or bankrupt, or a receiver or trustee shall be appointed for any Party or its property or a petition for reorganization or arrangement under any bankruptcy or insolvency Law shall be approved, or any Party shall file a voluntary petition in bankruptcy or shall consent to the appointment of a receiver or trustee (in each such case, the " Defaulting Party "); then the non-Defaulting Party shall have the right, at its sole discretion, (A) in the case of a default under clause (iii), to terminate immediately the applicable Service(s) and/or this Agreement and its participation with the Defaulting Party under this Agreement; and (B) in the case of a default under clause (i) or (ii), to terminate the applicable Service(s) and/or this Agreement and its participation with the Defaulting Party under this Agreement if the Defaulting Party has failed to (x) cure the default within thirty (30) days after receiving written notice of such default, or (y) take substantial steps towards and diligently pursue the curing of the default.

Section 6.3. Effect of Termination . In the event that this Agreement or a Service is terminated:

(a) Each Company Party agrees and acknowledges that the obligation of the Manager Entities to provide the terminated Services, or to cause the terminated Services to be provided, hereunder shall immediately cease. Upon cessation of a Manager Entity's obligation to provide any Service, the Company Parties, as applicable, shall stop using, directly or indirectly, such Service.

(b) Upon request, each Company Party shall return to the Manager Entities all tangible personal property and books, records or files owned by the Manager Entities and used in connection with the provision of Services that are in its possession as of the termination date.

(c) In the event that this Agreement is terminated, the following matters shall survive the termination of this Agreement: (i) the rights and obligations of each Party under Articles IV, V, this Section 6.3, Article VII and Article VIII and (ii) the obligations under Article III of the Company to pay the applicable fees for Services furnished prior to the effective date of termination.

ARTICLE VII
DISPUTE RESOLUTION

Section 7.1. Party Representatives . Each Party will appoint a representative (a " Service Representative ") responsible for coordinating and managing the delivery and receipt of the Services, as applicable, which Service Representative will have authority to act on such Party's behalf with respect to matters relating to this Agreement. The Service Representatives will work in good faith to address any issues involving the Parties' relationship under this Agreement (including, without limitation, any pricing and other Service related matters).

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Section 7.2. Escalation Procedure . The Parties shall attempt to resolve any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, whether sounding in contract or tort and whether arising during or after termination of this Agreement (each, a " Dispute ") in accordance with the following procedures: Upon the written request of any Party, a senior executive officer of the Manager Entities or a designee of such person and a senior executive officer of the Company or that person's designee shall meet and attempt to resolve any Dispute between them. If such Dispute is not resolved by discussions between such officers within ten (10) days after a Party's written request was made, then any Party may commence a proceeding relating to such Dispute. No Party may commence a proceeding with respect to a Dispute unless and until the foregoing procedure has been concluded with respect to the underlying Dispute.

ARTICLE VIII
MISCELLANEOUS

Section 8.1. Notices .

(a) All notices, requests, claims, demands and other communications under this Agreement shall be in writing (including a writing delivered by facsimile transmission) and shall be deemed given (i) when delivered, if sent by registered or certified mail (return receipt requested); (ii) when delivered, if delivered personally or sent by facsimile (with proof of transmission); or (iii) on the Business Day after deposit (with proof of deposit), if sent by overnight mail or overnight courier; in each case, unless otherwise specified or provided in this Agreement, to the Parties at the following addresses (or at such other address or fax number for a Party as will be specified by like notice):

As to a Company Party:

The Parking REIT, Inc.

8880 W. Sunset Road, Suite 240

Las Vegas, Nevada 89148

Attention: John Dawson, Board Chairman

Email: jdawson@dickinson-wright.com

With copies to (not constituting notice):

Morrison & Foerster LLP

701 Wilshire Boulevard

Los Angeles, California 90017

Attention:

Email:

As to a Manager Entity:

MVP Realty Advisors, LLC
8880 W. Sunset Road, Suite 240
Las Vegas, Nevada 89148
Attention: Mike Shustek
Email: mike@theparkingreit.com

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With copies to (not constituting notice):

Latham & Watkins LLP
355 South Grand Avenue, Suite 101
Los Angeles, CA 90071
Attention: Brad Helms
Email: brad.helms@lw.com

(b) The inability to deliver any notice, demand or request because the Party to whom it is properly addressed in accordance with this Section 8.1 refused delivery thereof or no longer can be located at that address shall constitute delivery thereof to such Party.

(c) Each Party shall have the right from time to time to designate by written notice to the other Parties hereto such other person or persons and such other place or places as said Party may desire written notices to be delivered or sent in accordance herewith.

(d) Notices and consents signed and given by an attorney for a Party shall be effective and binding upon that Party.

Section 8.2. Amendment . Except as set forth in Sections 2.2 and 6.2(a) hereof, no provision of this Agreement or of any documents or instrument entered into, given or made pursuant to this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing, signed by the Party against whom enforcement of the amendment, change, waiver, discharge or termination is sought.

Section 8.3. Entire Agreement . This Agreement (and all exhibits and schedules hereto) constitutes and contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, correspondence, understandings, agreements and contracts, whether written or oral, among the Parties respecting the subject matter hereof. No representation, promise, inducement or statement of intention has been made by any of the Parties which is not embodied in this Agreement, or in the attached schedules or the written certificates or instruments of assignment or conveyance delivered pursuant to this Agreement, and none of the Parties shall be bound by or liable for any alleged representations, promise, inducement or statement of intention not therein so set forth.

Section 8.4. No Waiver . Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

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Section 8.5. Counterparts . This Agreement, any document or instrument entered into, given or made pursuant to this Agreement or authorized hereby, and any amendment or supplement thereto may be executed in two or more counterparts, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature page of this Agreement or of such an amendment, supplement, document or instrument may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages. Any counterpart transmitted via email in format in portable document format (.pdf) shall be treated as originals for all purposes as to the parties so transmitting.

Section 8.6. Payments . Except as otherwise provided herein, payment of all amounts required by the terms of this Agreement shall be made in the United States of America and in immediately available funds of the United States of America which, at the time of payment, is accepted for the payment of all public and private obligations and debts.

Section 8.7. Successors and Assigns . This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the respective Parties hereto. No assignment of this Agreement, in whole or in part, shall be made without the prior written consent of the non-assigning Parties (and shall not relieve the assigning party from liability hereunder) and any purposed assignment of this Agreement in contravention of the foregoing shall be null and void ab initio.

Section 8.8. Applicable Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of law rules and principles of that state. To the fullest extent permitted by Law, the Parties hereby unconditionally and irrevocably waive and release any claim that the Law of any other jurisdiction governs this Agreement.

Section 8.9. Construction of Agreement . The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Parties hereto. Headings at the beginning of sections of this Agreement are solely for the convenience of the Parties and are not a part of this Agreement. When required by the context, whenever the singular number is used in this Agreement, the same shall include the plural, and the plural shall include the singular, the masculine gender shall include the feminine and neuter genders, and vice versa.

Section 8.10. Severability . If any term or provision of this Agreement is determined to be illegal, unconscionable or unenforceable, all of the other terms, provisions and sections hereof will nevertheless remain effective and be in force to the fullest extent permitted by Law.

Section 8.11. Further Assurances . Each of the Parties agrees to execute such instruments and take such further actions after the Effective Date as may be reasonably necessary to carry out the provisions of this Agreement provided that no material additional cost or liability shall be created thereby.

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Section 8.12. No Third Party Beneficiary . It is specifically understood and agreed that no person shall be a third party beneficiary under this Agreement, and that none of the provisions of this Agreement shall be for the benefit of or be enforceable by anyone other than the Parties hereto and their assignees, and that only the Parties hereto and their permitted assignees shall have rights hereunder.

Section 8.13. Binding Agreement . Subject to the foregoing limitations, this Agreement shall extend to, and shall bind, the respective heirs, executors, personal representatives, successors and assigns of each Company Party and each Manager Entity.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

THE PARKING REIT, INC. , a Maryland corporation

By: / s/ John E. Dawson

Name: John E. Dawson

Title: Chairman of the Board

MVP REIT II OPERATING PARTNERSHIP , L.P. , a Delaware partnership

By: /s/ Michael V. Shustek

Name: Michael V. Shustek

Title: General Partner

VESTIN REALTY MORTGAGE I, INC. , a Maryland corporation

By: /s/ Michael V. Shustek

Name: Michael V. Shustek

Title: Chief Executive Officer

VESTIN REALTY MORTGAGE II, INC. , a Maryland corporation

By: /s/ Michael V. Shustek

Name: Michael V. Shustek

Title: Chief Executive Officer

MVP REALTY ADVISORS, LLC, dba THE PARKING REIT ADVISORS,

a Delaware limited liability company

By: /s/ Michael V. Shustek

Name: Michael V. Shustek

Title: Manager

MICHAEL V. SHUSTEK

/s/ Michael V. Shustek

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Schedule A – The Services

Each of the Manager Entities shall perform any and all services requested by the REIT in connection with any agreement, whether currently in effect or that may from time to time be entered into by any Company Party or an Affiliate of a Company Party, pursuant to which any Company Party or an Affiliate of a Company Party borrows funds or is a guarantor with regard to any borrowed funds (such documents, collectively, the " Loan Documents "), including, without limitation, (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 and all representations, warranties and covenants in the Loan Documents and (iii) cooperating and taking, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable to comply with any request made by a lender, servicer or other person performing similar functions relating to any Loan Document.

EMPLOYEE LEASING AGREEMENT

This Employee Leasing Agreement (this " Agreement "), dated as of March 29, 2019 and effective as of the Effective Date (as defined in the Contribution Agreement), is entered into by and between THE PARKING REIT, INC., a Maryland corporation (the " Company "), MVP REALTY ADVISORS, LLC, DBA THE PARKING REIT ADVISORS, a Nevada limited liability company (" REIT Manager "). The Company and REIT Manager are each referred to in this Agreement, individually, as a " Party " and, collectively, as the " Parties ."

WHEREAS , concurrently herewith, the Company, REIT Manager and, solely for purposes of Section 4.03 thereof, Michael V. Shustek, are entering into that certain Contribution Agreement, dated as of March 29, 2019 and effective as of the Effective Date, (as it may be amended in accordance with its terms, the " Contribution Agreement "), pursuant to which REIT Manager has agreed to convey the Transferred Assets and the Transferred Liabilities to the Company in exchange for the Consideration (each as defined therein);

WHEREAS , in connection with the transactions contemplated by the Contribution Agreement, REIT Manager desires to lease the Business Employees (as defined in the Contribution Agreement) (the " Leased Employees ") to the Company to provide certain services to the Company, pursuant to the terms and conditions set forth herein; and

WHEREAS , all capitalized terms used but not otherwise defined in this Agreement shall have their respective meanings set forth in the Contribution Agreement; provided, however , that, for purposes of this Agreement, the Company shall not constitute an Affiliate of REIT Manager (or its Affiliates), and REIT Manager shall not constitute an Affiliate of the Company (or its Affiliates).

NOW, THEREFORE , in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. Term . The term of this Agreement (the " Term ") shall commence on the Effective Date and shall end on the earlier to occur of (i) the first date on which all Leased Employees have ceased to be employed by REIT Manager, and (ii) 11:59PM on June 30, 2019 (or such other date as may be mutually agreed in writing by the Company and REIT Manager).

2. Employee Services .

(a) Provision of Leased Employees . Subject to the terms and conditions of this Agreement, during the Term, REIT Manager shall make available to the Company the services of the Leased Employees. At all times during the Term (unless and until such Leased Employee's employment terminates or such Leased Employee commences employment with the Company or a Subsidiary of the Company, in either case, in accordance with Section 5 below), each Leased Employee shall remain an employee of REIT Manager.

(b) Services of Leased Employees . During the Term, the Leased Employees shall perform the same services to the Company that such employees provided to REIT Manager prior to the Closing (except that such services shall be directed by the Company), and shall devote their full business time and efforts to the performance of (i) such services as were performed by the Leased Employees for the benefit of REIT Manager immediately prior to the Closing (except that the performance of such services shall be for the benefit of the Company) and (ii) such other services as the Company may reasonably request (collectively, the " Employee Services ").

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3. Leased Employee Costs .

(a) Compensation and Benefits . During the Term, REIT Manager shall be responsible for (i) the payment of all salaries, wages, cash bonuses, commissions, employee benefits (including employer contributions for health and welfare benefits) and other compensatory amounts payable to or on behalf of any Leased Employees (and their covered dependents) in respect of the Employee Services, and (ii) the collection and payment of all federal, state and local income, unemployment and other payroll and employment Taxes and other withholdings required by federal, state or local Law or regulation payable with respect to the Leased Employees (collectively, the " Employee Costs "). REIT Manager shall withhold, file and/or pay any such Taxes described in clause (ii) of the definition of Employee Costs with respect to each Leased Employee to the extent required by applicable Law. Nothing contained in this Section 3(a) shall create or be deemed to create any obligation on the part of REIT Manager to adopt or maintain, or restrict REIT Manager's ability to amend or terminate, any compensation or employee benefit plan(s) at any time.

(b)

Changes in Employment Terms . Other than as may be required by applicable Law, during the Term, neither REIT Manager nor the Company shall alter the job title or principal work location of, or the annual salary or wage rate (as applicable), bonus opportunity, commission opportunity, or other compensation payable to, any Leased Employee without the prior written approval of the other Party.

(c) Invoices; Payments . Within five (5) Business Days following (i) each regularly-scheduled REIT Manager payroll date that occurs during the Term and (ii) the Hire Date (each, a " Payroll Date "), REIT Manager will submit a written invoice (each, an " Invoice ") to the Company or its designated Affiliate specifying the total Leased Employee Payments (as defined below) with respect to the applicable payroll period (or portion thereof) (each, a " Payroll Period "). Each Invoice shall include (i) a list of each Leased Employee covered by such Invoice and (ii) all amounts payable to or with respect to such Leased Employees during the applicable Payroll Period, including (without limitation): (x) the Employee Costs, (y) all costs and expenses incurred by REIT Manager or its Affiliates with respect to such Leased Employees during the applicable Payroll Period, including, without limitation, administrative costs and any fees payable to any payroll processing company or other third-party provider as may be utilized by REIT Manager or its Affiliates (to the extent attributable to the Leased Employees) (collectively, the " Leased Employee Payments "). The Company or its designated Affiliate shall pay by wire transfer the aggregate amount of the Leased Employee Payments to REIT Manager within three (3) Business Days following the date on which such invoice is submitted by REIT Manager.

4. Representations and Warranties . The Parties hereto acknowledge and agree that, during the Term, each Party will comply with all applicable federal, state, local and foreign laws and regulations relating to Leased Employees.

5. Termination of Employment; Employment Offers .

(a) Termination of Employment . Subject to the terms of any applicable employment agreement governing a Leased Employee's employment with REIT Manager, (i) REIT Manager may terminate the employment of any Leased Employee only for "cause" (as determined by REIT Manager) during the Term, and (ii) the Company may, at any time, request that REIT Manager terminate the employment of any Leased Employee only for "cause" (as determined by the Company) during the Term by providing a written request of such termination and evidence of the event(s), action(s) or inaction(s) constituting "cause" to REIT Manager; provided, however , that REIT Manager may, in its reasonable discretion, grant or deny such request by the Company under this clause (ii). Any Leased Employee whose employment with REIT Manager terminates for any reason shall, upon the effective date of such termination, cease to constitute a "Leased Employee" for purposes of this Agreement.

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(b) Employment Offers . Pursuant to Section 4.06(a) of the Contribution Agreement, as soon as practicable following the Effective Date, but in no event less than ten (10) days prior to the end of the Employee Leasing Period (or such other date as may be mutually agreed in writing by the Company and REIT Manager), the Company shall make or cause one of its Subsidiaries to make offers of employment to all Leased Employees (including any such employees who are not actively-at-work), to be effective as of 12:01AM on the Hire Date. Each such offer of employment shall be in writing and shall comply with the applicable terms and conditions set forth in Section 4.06 of the Contribution Agreement. Each Leased Employee who accepts such offer of employment shall, upon the Hire Date, cease to constitute a "Leased Employee" for purposes of this Agreement and shall constitute a "Transferred Employee" under the Contribution Agreement.

(c) Payment for Accrued PTO . Pursuant to Section 4.06(h) of the Contribution Agreement, to the extent that REIT Manager pays to any Leased Employee his or her vacation or paid time-off days accrued or earned but not yet taken as of the Hire Date (or such earlier date on which the Leased Employee's employment is terminated by REIT Manager for any reason (any such earlier date, an " Early Termination Date ")) (" Accrued PTO ") the Company shall reimburse REIT Manager for the amount of Accrued PTO paid to such Leased Employee as of the Hire Date (or Early Termination Date, as applicable) ( a " PTO Payment "). The Company shall reimburse REIT Manager for any such PTO Payment by wire transfer within three (3) Business Days following the date on which the Company provides REIT Manager with written notice of the amount of such PTO Payment.

6. Indemnification .

(a) The Company shall defend, indemnify and hold harmless REIT Manager and its Affiliates (together with their respective directors, officers, employees and agents, the " REIT Manager Group ") from and against any and all claims, liabilities, demands, damages, losses, judgments, awards, settlements, costs or expenses, including without limitation, costs of litigation and attorneys' fees, for claims arising out of or relating to (i) the gross negligence or intentional misconduct of the Company in the performance of its obligations hereunder (together with its directors, officers, employees and agents, the " Company Group ") or the Leased Employees acting under the direction, control or supervision of the Company Group, (ii) the Company's material breach of this Agreement, and/or (iii) except as otherwise set forth in Section 6(b) below, the service arrangement contemplated by this Agreement (including, without limitation, any liabilities arising or resulting from any action taken or not taken by the Leased Employees in connection with the provision of Employee Services or otherwise, other than under the direction of the REIT Manager Group in contravention of any request or direction of the Company Group), and, in any such case, except to the extent directly relating to or resulting from (x) the gross negligence or willful misconduct of REIT Manager or (y) REIT Manager's material breach of this Agreement.

(b) REIT Manager shall defend, indemnify and hold harmless the Company and its Affiliates from any and all claims, liabilities, demands, damages, losses, judgments, awards, settlements, costs or expenses, including without limitation, costs of litigation and attorneys' fees, for claims arising out of or relating to (i) REIT Manager's material breach of this Agreement, and/or (ii) any failure by REIT Manager to pay or provide (as applicable) the Employee Costs to the Leased Employees during the Term, and, in either case, except to the extent directly relating to or resulting from (x) the gross negligence or willful misconduct of the Company or (y) the Company's material breach of this Agreement.

7. Proprietary and Confidential Information .

(a) At all times during Leased Employees' performance of Employee Services with the Company, REIT Manager agrees not to reveal or make known to a third party any Confidential Information, except as necessary in carrying out REIT Manager's and the Leased Employees' duties and obligations hereunder. " Confidential Information " shall mean any secret or confidential information, knowledge or data relating to the Company Group, which has been or is obtained by Lease Employees in connection with Employee Services, including, without limitation, formulas, patterns, compilations, vendor lists, customer lists, contracts, business plans and practices, marketing plans and practices, financial plans and practices, programs, devices, methods, know-how, techniques or processes and trade secrets, that derive economic value, present or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who may or could obtain any economic value from its disclosure or use. Confidential Information does not include any information, knowledge or data that is already or hereafter becomes generally known to the public or within the relevant trade or industry through no wrongful act of REIT Manager and Leased Employees.

(b) REIT Manager acknowledges that the Company has received, and in the future will receive, from third parties their confidential or proprietary information subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. At all times during Leased Employees' performance of Employee Services with the Company and at all times thereafter, REIT Manager agrees to hold all such third party confidential or proprietary information in the strictest confidence and will not disclose it to any person or entity or to use it except as necessary in carrying out REIT Manager and Leased Employees' duties and obligations hereunder, consistent with the Company's agreement with such third party. REIT Manager and Leased Employees shall not be in violation of their obligations hereunder if such third party confidential or proprietary information is already or becomes generally known to the public or within the relevant trade or industry through no wrongful act of REIT Manager and Leased Employees.

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(c) REIT Manager hereby confirms that the Confidential Information of the Company or any member of the Company Group (collectively, " Company Property ") constitutes the sole and exclusive property of the Company or such member, as applicable, regardless of whether REIT Manager and Leased Employees possessed or claims to have possessed such information prior to the date hereof if the same has been utilized by the Company Group for any business purpose. REIT Manager agrees that upon termination of the Leased Employees' Employee Services, the termination of this Agreement or at any other time requested by the Company, REIT Manager and Leased Employees shall promptly return to the Company, and retain no copies of (except as may be required by applicable law), all Company Property and all other property of the Company in its possession, including Company Property recorded or appearing in any notes, notebooks, memoranda, computer disks, Rolodexes and any other similar repositories of information (regardless of whether REIT Manager and Leased Employees possessed such information prior to the date hereof). Such repositories of information also include any files or other data compilations in any form, whether on REIT Manager's and Leased Employees' company, personal or home computer or otherwise, which in any manner contain any Company Property. Notwithstanding anything to the contrary, nothing in this subsection is intended to prevent REIT Manager and Leased Employees from maintaining general knowledge and information contained in their individual memories or any contact information pertaining to the industry that REIT Manager and Leased Employees have accumulated over REIT Manager and Leased Employees' years in such industry.

(d) Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to Confidential Information: (i) that is required to be disclosed by Law or by any court, arbitrator or other Governmental Authority (including any committee thereof) with jurisdiction to order REIT Manager or Leased Employees to disclose or make accessible any information; (ii) that is required to be disclosed in connection with any litigation, arbitration or mediation involving this Agreement including the enforcement of this Agreement; (iii) that is provided to a Governmental Authority to raise a complaint or violation of Law; or (iv) that is required to be disclosed pursuant to the rules of any stock exchange upon which the securities of Company may be listed.

(e) REIT Manager shall cause the Leased Employees to comply with the terms of this Section 7.

8. Workers' Compensation Insurance .

(a) REIT Manager further agrees to maintain a workers' compensation insurance policy with respect to the Leased Employees during the Term that is substantially similar to the policy maintained by REIT Manager with respect to the Leased Employees as in effect immediately prior to the Effective Date.

9. Effectiveness . This Agreement shall become effective on the Effective Date. Notwithstanding anything contained herein, in the event that the Contribution Agreement is terminated in accordance with its terms or the Closing otherwise does not occur for any reason, this Agreement shall not become effective, and in the event that the Contribution Agreement is terminated, shall automatically, and without notice, terminate without any obligation due to the other Party, and the provisions of this Agreement shall be of no force or effect.

10. Miscellaneous .

(a) Relationship of Parties . This Agreement does not create, and shall not be construed as creating, a fiduciary relationship, partnership, joint venture or relationship of trust or agency between the Parties.

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(b) Notices . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally, by reputable overnight courier or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to REIT Manager :

MVP Realty Advisors, LLC
8880 W. Sunset Road, Suite 240
Las Vegas, NV 89148
Attention: Mike Shustek
Email: mike@theparkingreit.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

355 South Grand Avenue, Suite 101

Los Angeles, CA 90071-1560

Attn: David Taub

E-mail: david.taub@lw.com

If to the Company :

The Parking REIT, Inc.
8880 W. Sunset Road, Suite 240

Las Vegas, Nevada 89148
Attention: Chairman of the Board of Directors

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP
707 Wilshire Boulevard
Los Angeles, California 90017
Attention: Hillel T. Cohn
Email: hcohn@mofo.com

(c) Governing Law; Jurisdiction . This Agreement, and all claims or causes of actions (whether at Law, in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to conflicts of Laws principles (whether of the State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware). All legal proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located within the State of Delaware. Each of the parties hereby irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of any state or federal court located within the State of Delaware, for the purpose of any legal proceeding arising out of or relating to this Agreement and the Transactions (as defined in the Contribution Agreement) brought by any party; (ii) agrees not to commence any such legal proceeding except in such courts; (iii) agrees that any claim in respect of any such legal proceedings may be heard and determined in any state or federal court located within the State of Delaware; (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such legal proceeding; and (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such legal proceeding. Each of the parties agrees that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party hereto irrevocably consents to service of process in the manner provided for notices in Section 7.01 of the Contribution Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

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(d) Counterparts . This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

(e) Severability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f) No Assignment or Third-Party Beneficiaries . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no Party to this Agreement may assign or delegate, in whole or in part (whether by operation of Law or otherwise), this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment or delegation without such prior written consent shall be null and void ab initio . Except as expressly set forth in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person (including, without limitation, any Leased Employee), other than the Parties and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

(g) No Right to Continued Service . Nothing contained in this Agreement shall confer upon any Leased Employee any right with respect to continued employment by or service relationship with either Party.

(h) Entire Agreement . This Agreement, together with the Contribution Agreement, constitutes and expresses the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, negotiations, letters of intent or agreements between the Parties hereto with respect to the subject matter hereof.

(i) Amendment and Modification; Waiver . No provision of this Agreement may be amended or modified unless agreed to in writing and signed by all Parties. No waiver by either Party of any breach by the other Party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as the date first above written.

THE PARKING REIT, INC.,
a Maryland corporation

By: /s/ John E. Dawson

Name: John E. Dawson

Title: Chairman of the Board

MVP REALTY ADVISORS, LLC, dba THE PARKING REIT ADVISORS,

a Nevada limited liability company

By: /s/ Michael V. Shustek

Name: Michael V. Shustek

Title: Manager

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is entered into as of March 29, 2019 and effective as of April 1, 2019, by and among The Parking REIT, Inc., a Maryland corporation (the " REIT "), and the Holders (as defined below), for the benefit of the Holders and the REIT. Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1 .

WHEREAS , the REIT, the REIT Manager and, for the limited purposes set forth therein, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and Michael V. Shustek have entered into a Contribution Agreement, dated as of the date hereof (the " Contribution Agreement "), pursuant to which the REIT Manager sold, transferred, conveyed and contributed to the REIT substantially all of its assets and liabilities, other than certain guarantee obligations, in exchange for shares of common stock of the REIT, $0.0001 par value per share (the " Common Stock ") to be issued on the terms and conditions set forth therein; and

WHEREAS , as a condition to the consummation of the transactions contemplated by the Contribution Agreement, the REIT has agreed to grant the registration rights set forth herein for the benefit of the Holders.

NOW, THEREFORE , in consideration of the foregoing and the covenants of the parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereby agree as follows:

Section 1. Certain Definitions . In this Agreement, the following terms have the following respective meanings:

" Affiliate " of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, "control" when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

" Agreement " has the meaning ascribed to it in the preamble.

" Board " means the board of directors of the REIT.

" Business Day " means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close.

" Closing Date " has the meaning ascribed to it in the Contribution Agreement.

" Commission " means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

" Common Stock " has the meaning ascribed to it in the recitals hereof.

" Company Notice " has the meaning ascribed to it in Section 2(c) .

" Contribution Agreement " has the meaning ascribed to it in the recitals hereof.

" Demand Notice " has the meaning ascribed to it in Section 2(a) .

" Demand Registration Statement " means any one or more registration statements of the REIT filed under the Securities Act, covering the resale of any of the Registrable Shares pursuant to Section 2 of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

" End of Suspension Notice " has the meaning ascribed to it in Section 4(c) .

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

" FINRA " means the Financial Industry Regulatory Authority.

" Holder " means each Person holding Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10 , and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided , if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement.

" Indemnified Party " has the meaning ascribed to it in Section 8(c) .

" Indemnifying Party " has the meaning ascribed to it in Section 8(c) .

" Issuance Date " means each date on which Registrable Shares are issued to the REIT Manager pursuant to the Contribution Agreement.

" Losses " has the meaning ascribed to it in Section 8(a) .

" Majority Selling Holders " means Holder(s) who collectively own a majority of the Registrable Shares that are proposed to be included in such underwritten offering of Registrable Shares.

" Maximum Number of Shares " has the meaning ascribed to it in Section 2(c) .

" NASDAQ " means the NASDAQ Stock Market.

" Person " means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

" Piggyback Holders " has the meaning ascribed to it in Section 3(a) .

" Piggyback Registration Statement " means any one or more registration statements of the REIT filed under the Securities Act, covering the resale of any of the Registrable Shares pursuant to Section 3 of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

" Piggyback Request " has the meaning ascribed to it in Section 3(a) .

" Prospectus " means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale Registration Statement, and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

" Registrable Shares " means, with respect to any Holder, (i) the shares of Common Stock issuable on each Issuance Date pursuant to the Contribution Agreement and (ii) any additional securities issued or issuable as a dividend or distribution on, in exchange for, or otherwise in respect of, such shares of Common Stock (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations, stock splits or otherwise); provided that shares of Common Stock shall cease to be Registrable Shares with respect to any Holder at the time such shares (a) have been sold pursuant to an effective Resale Registration Statement, (b) are eligible to be sold without restriction or limitation thereunder on volume or manner of sale or other restrictions or limitations under Rule 144, or (c) have been sold to the REIT or any of its subsidiaries.

" Registration Expenses " means any and all expenses incident to the performance of or compliance with the registration requirements of this Agreement, including (i) all fees of the Commission, the NASDAQ or such other exchange on which the Registrable Shares are listed from time to time, and FINRA, (ii) all fees and expenses incurred in connection with compliance with federal or state securities or blue sky laws (including any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA and the NASDAQ or other applicable exchange), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Resale Registration Statement, any Prospectus, any amendments or supplements thereto, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on the NASDAQ or other applicable exchange pursuant to Section 5(k) , (v) the fees and disbursements of counsel for the REIT and of the independent public accountants of the REIT (including the expenses of any special audit, agreed upon procedures and "cold comfort" letters required by or incident to such performance), (vi) the reasonable fees and disbursements of one counsel (along with any reasonably necessary local counsel) representing all Holders mutually agreed by the Majority Selling Holders; and (vii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the REIT in connection with any Resale Registration Statement); provided , however , that Registration Expenses shall exclude (x) brokers' or underwriters' discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder; or (y) any legal counsel fees of the Holders (including any local counsel) in excess of $100,000 without the consent of the REIT (such consent not to be unreasonably withheld).

" Requesting Holders " has the meaning ascribed to it in Section 2(b) .

" Renewal Deadline " has the meaning ascribed to it in Section 2(g) .

" Resale Registration Statement " means any one or more registration statements of the REIT filed under the Securities Act, whether a Demand Registration Statement, Piggyback Registration Statement or otherwise, covering the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments and new registration statements, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

" Rule 144 ," " Rule 158 ," " Rule 415 " or " Rule 424 ," respectively, means such specified rule promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

" Selling Expenses " means, if any, all underwriting or broker fees, discounts and selling commissions or similar fees or arrangements, transfer taxes allocable to the sale of the Registrable Shares included in the applicable offering and all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement.

" Suspension Event " has the meaning ascribed to it in Section 4(c) .

" Suspension Notice " has the meaning ascribed to it in Section 4(c) .

Section 2. Demand Registration Rights .

(a) Subject to the provisions hereof, each Holder, from time to time at any time from and after each Issuance Date for the applicable Registrable Shares, may request registration for resale under the Securities Act of all or part of the Registrable Shares owned by such Holder on such Issuance Date by giving written notice thereof (a " Demand Notice ") to the REIT (which Demand Notice shall specify the number of shares of Registrable Shares to be offered by such Holder, the intended methods of distribution, including whether such methods will include or involve an underwritten offering, and whether such Demand Registration Statement will be a "shelf" registration statement under Rule 415). Subject to Section 2(c) and 2(e) below, the REIT shall use reasonable best efforts (i) to file a Demand Registration Statement (which shall be a "shelf" registration statement under Rule 415 if requested pursuant to such Holder's request pursuant to the first sentence of this Section 2(a) ) registering for resale such number of Registrable Shares as requested to be so registered within 30 days in the case of a registration on Form S-3 (and 45 days in the case of a registration on Form S-11 or such other appropriate form) after the REIT's receipt of a Demand Notice, and (ii) to cause such Demand Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the REIT shall not be required to file a registration pursuant to this Section 2(a) (i) prior to (x) 180 days after the date of initial listing of the Registrable Shares on a national securities exchange, or (y) the expiration of any other lock-up period imposed with respect to the Registrable Shares under Section 4.05 of the Contribution Agreement; and (ii) with respect to securities that are not Registrable Shares. If permitted under the Securities Act, such Demand Registration Statement shall be automatically effective upon filing.

(b) Within 10 days after receipt of any Demand Notice under Section 2(a) , the REIT shall give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Shares) to all other Holders of Registrable Shares (a " Company Notice "), and the REIT shall include (subject to the provisions of this Agreement) in such registration, all Registrable Shares of such Holders with respect to which the REIT has received written requests for inclusion therein within 15 days after the delivery of such Company Notice (the " Requesting Holders "); provided that any such other Holder may withdraw its request for inclusion prior to the applicable registration statement becoming effective by notifying the REIT in accordance with Section 11(e). Notwithstanding the foregoing, the REIT may, at any time (including, without limitation, prior to or after receiving a Demand Notice from a Holder), in its sole discretion, include all Registrable Shares then outstanding or any portion thereof in any Demand Registration Statement, including by virtue of adding such Registrable Shares as additional securities to an effective Demand Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under Section 2 with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission). In addition, the REIT may include in a Demand Registration Statement shares of Common Stock for sale for its own account or for the account of other security holders of the REIT.

(c) If such Demand Registration Statement is filed in connection with an underwritten offering and the managing underwriters advise the REIT and the Holders covered by such Demand Registration Statement that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be sold pursuant to the Demand Registration Statement exceeds the number of shares of Common Stock (or other common shares of the REIT) that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the " Maximum Number of Shares "), the REIT shall include in such Demand Registration Statement only such number of shares of Common Stock that, in the reasonable opinion of the managing underwriters, can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Common Stock shall be so included in the following order of priority, unless otherwise agreed by the REIT and the Holders covered by such Demand Registration Statement: (i) first, the Registrable Shares of the Requesting Holders pro rata in accordance with the number of Registrable Shares owned thereby, (ii) second, any shares of Common Stock the REIT proposes to sell for its own account, and (iii) third, any other shares of Common Stock that have been requested to be so included in such Demand Registration Statement.

(d) If any of the Registrable Shares covered by a Demand Registration Statement are to be sold in an underwritten offering, the Holder(s) that delivered the Demand Notice shall have the right to select the underwriters (and their roles) in the offering and determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Requesting Holders, including the number of Registrable Shares to be sold (if not all Registrable Shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount; provided that such underwriters, structure and terms are reasonably acceptable to the REIT and a majority of the Requesting Holders.

(e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would (i) have a material adverse effect on the REIT, or (ii) require the disclosure of material non-public information concerning the REIT that at the time is not, in the good faith judgment of the Board, in the best interests of the REIT to disclose and is not, in the opinion of the REIT's counsel, otherwise required to be disclosed, then the REIT shall have the right to defer such filing for the period during which such registration would have such a material adverse effect on the REIT; provided , however , that (x) the REIT may not defer such filing for a period of more than 60 days after receipt of any Demand Notice, and (y) the REIT may not exercise its right to defer the filing of a Demand Registration Statement more than once in any 12-month period without the consent of a majority of the Requesting Holders. The REIT shall give written notice of its determination to the Requesting Holder to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof.

(f) Following the date of effectiveness of any Demand Registration Statement, the REIT shall use reasonable best efforts to keep the Demand Registration Statement continuously effective until such time as all of the Registrable Shares covered by such Demand Registration Statement have been sold pursuant to such Demand Registration Statement.

(g) If, by the third anniversary (the " Renewal Deadline ") of the initial effective date of a Demand Registration Statement filed pursuant to Section 2(a) any of the Registrable Shares remain unsold by the Holders included on such Demand Registration Statement, the REIT shall file, if it has not already done so and is eligible to do so, a new Resale Registration Statement covering the Registrable Shares included on the prior Demand Registration Statement and shall use reasonable best efforts to cause such Resale Registration Statement to be declared effective on or prior to the Renewal Deadline; and the REIT shall take all other action necessary or appropriate to permit the public offering and sale of the Registrable Shares to continue as contemplated in the prior Demand Registration Statement.

Section 3. Piggyback Registration Rights .

(a) If at any time the REIT has determined to register any of its securities for its own account or for the account of other security holders of the REIT on any registration statement (other than on Form S-3 relating to any dividend reinvestment or similar plan or Forms S-4 or S-8) that permits the inclusion of the Registrable Shares, the REIT shall give the Holders written notice thereof promptly (but in no event less than 20 days prior to the anticipated filing date) and, subject to Section 3(b) , shall include in such Piggyback Registration Statement all Registrable Shares requested to be included therein pursuant to the written request (a " Piggyback Request ") of one or more Holders (the " Piggyback Holders ") received within 10 days after delivery of the REIT's notice.

(b) If a Piggyback Registration Statement is filed in connection with a primary underwritten offering on behalf of the REIT, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such Piggyback Registration Statement exceeds the Maximum Number of Shares, the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and the Majority Selling Holders, (i) first, the number of shares of Common Stock (or other common shares of the REIT) that the REIT proposes to sell, and (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piggyback Holder).

(ii) If a Piggyback Registration Statement is filed in connection with an underwritten offering on behalf of a holder of shares of Common Stock other than under this Agreement, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be sold pursuant to such Piggyback Registration Statement exceeds the Maximum Number of Shares, then the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and such holder(s) (including, if applicable, a majority of the Piggyback Holders), (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piggyback Holder, if necessary), (iii) third, the number of shares of Common Stock requested to be included therein by any other holders, and (iv) fourth, the number of shares of Common Stock that the REIT proposes to sell.

(c) If any Piggyback Registration Statement is filed in connection with a primary or secondary underwritten offering, the REIT shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering.

(d) The REIT shall not grant to any Person the right to request the REIT to register any Common Stock on a Piggyback Registration Statement unless such rights are consistent with the provisions of this Section 3 .

(e) If at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the REIT shall determine for any reason not to register the securities originally intended to be included in such registration statement, the REIT may, at its election, give written notice of such determination to the Piggyback Holders and thereupon the REIT shall be relieved of its obligation to register such Registrable Shares in connection with the registration of securities originally intended to be included in such registration statement.

Section 4. Suspension .

(a) Subject to the provisions of this Section 4 and a good faith determination by the Board that it is in the best interests of the REIT to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, as necessary), the REIT, by written notice to the Holders (a " Suspension Notice "), may direct the Holders to suspend sales of the Registrable Shares pursuant to such Resale Registration Statement for such times as the REIT reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Common Stock (or other common shares of the REIT) by the REIT for its own account if the REIT is advised by the managing underwriter or underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on the REIT's offering, subject to Section 3 hereof, (ii) there is material non-public information regarding the REIT that (A) the Board determines not to be in the REIT's best interest to disclose, (B) would, in the good faith determination of the Board, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) the REIT is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to the REIT that the REIT determines not to be in the REIT's best interests to disclose (each of the events described in clauses (i)-(iii), a " Suspension Event ").

(b) Upon the earlier to occur of (i) the REIT delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the REIT shall use reasonable best efforts to promptly amend or supplement the Resale Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

(c) If the REIT intends to suspend a Resale Registration Statement upon the occurrence of a Suspension Event, the REIT shall give a Suspension Notice to the Holders of Registrable Shares covered by any Resale Registration Statement to suspend sales of the Registrable Shares, and such Suspension Notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (subject to the time limitations set forth in Section 4(a) ) and that the REIT is taking all reasonable steps to terminate suspension of the effectiveness of the Resale Registration Statement as promptly as reasonably possible. Such Holders shall not effect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from the REIT and prior to receipt of an End of Suspension Notice. If so directed by the REIT, each such Holder shall deliver to the REIT (at the reasonable expense of the REIT) all copies other than permanent file copies then in such Holder's possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an " End of Suspension Notice ") from the REIT, which End of Suspension Notice shall be given by the REIT to the Holders of Registrable Shares covered by any Resale Registration Statement in the manner described above promptly following the conclusion of any Suspension Event and its effect.

(d) In the event the REIT has delivered a Suspension Notice to the Holders, the REIT shall have the right to place restrictive legends on the certificates representing (or book entries evidencing) Registrable Shares and to impose stop transfer instructions with respect to the Registrable Shares until the REIT delivers to the Holders an End of Suspension Notice.

Section 5. Registration Procedures .

In connection with the obligations of the REIT with respect to any resale registration pursuant to this Agreement, the REIT shall:

(a) prepare and file with the Commission, as specified in this Agreement, each Resale Registration Statement, which shall comply as to form in all material respects with the requirements of the applicable form and include all exhibits and financial statements required by the Commission to be filed therewith, and use reasonable best efforts to cause any Resale Registration Statement to become and remain effective as set forth in Section 2 ;

(b) subject to Section 4 , (i) prepare and file with the Commission such amendments and post-effective amendments to each such Resale Registration Statement as may be necessary to keep such Resale Registration Statement effective for the period described in Section 2 , (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each Resale Registration Statement during the applicable period in accordance with the intended method or methods of distribution specified by the Holders of Registrable Shares covered by such Resale Registration Statement;

(c) furnish to the Holders of Registrable Shares covered by a Resale Registration Statement, without charge, such number of copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as any such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; subject to Section 4 , the REIT hereby consents to the use of such Prospectus, including each preliminary Prospectus, by such Holders in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

(d) use reasonable best efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Resale Registration Statement is declared effective by the Commission under all applicable state securities or "blue sky" laws of such domestic jurisdictions as any Holder of Registrable Shares covered by a Resale Registration Statement may reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Resale Registration Statement is required to be kept effective pursuant to Section 2 and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder;

(e) cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(f) notify each Holder with Registrable Shares covered by a Resale Registration Statement promptly and, if requested by any such Holder, confirm such advice in writing (i) when such Resale Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose, (iii) of any written comments or requests by the Commission or any other federal or state governmental authority for amendments or supplements to such Resale Registration Statement or related Prospectus or for additional information, and (iv) of the happening of any event during the period such Resale Registration Statement is effective as a result of which such Resale Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by a Suspension Notice);

(g) during the period of time set forth in Section 2 , use its reasonable best efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Resale Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

(h) upon request, furnish to each requesting Holder with Registrable Shares covered by a Resale Registration Statement, without charge, at least one conformed copy of such Resale Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(i) except as provided in Section 4 , upon the occurrence of any event contemplated by Section 5(f)(iv) , use reasonable best efforts to promptly prepare a supplement or post-effective amendment to a Resale Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to each requesting Holder a reasonable number of copies of each such supplement or post-effective amendment;

(j) enter into customary agreements and take all other action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Resale Registration Statement;

(k) use reasonable best efforts (including seeking to cure in the REIT's listing or inclusion application any deficiencies cited by the exchange or market) to list or include all Registrable Shares on any securities exchange on which such Registrable Shares are then listed or included, and enter into such customary agreements including a supplemental listing application and indemnification agreement in customary form;



Maryland	333-205893	47-3945882
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


8880 W. Sunset Rd Suite 240 Las Vegas, Nevada		89148
(Address of Principal Executive Offices)		(Zip Code)


Registrant's telephone number, including area code: (702) 534-5577

N/A
(Former name or former address, if changed since last report)

Exhibits		Description
2.1		Contribution Agreement, dated as of March 29, 2019 and effective as of April 1, 2019, among the Company, the Manager, VRTA (solely for purposes of Section 1.01(c) thereof), VRTB (solely for purposes of Section 1.01(c) thereof) and Shustek (solely for purposes of Section 4.03 thereof).

10.1		Services Agreement, dated as of March 29, 2019, by and among the Company and the Manager, VRTA, VRTB and Shustek

10.2		Employee Leasing Agreement, dated as of March 29, 2019, by and between the Company and the Manager

10.3		Registration Rights Agreement, dated as of March 29, 2019, by and among the Company and the Holders

10.4		Termination Agreement, dated as of March 29, 2019, by and among the Company, the Operating Partnership and the Manager

10.5		Employment Agreement, dated as of March 29, 2019, by and between the Company and the CEO

10.6		Employment Agreement, dated as of March 29, 2019, by and between the Company and the COO

10.7		Employment Agreement, dated as of March 29, 2019, by and between the Company and the CFO

The following Exhibit 99.1 is furnished with this Current Report on Form 8-K. The information contained in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
99.1		Press release regarding the Internalization issued by the Company on April 3, 2019