UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Board
Securities Exchange Act of Directors, or1934
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[ ] Confidential, For Use of The Parking REIT, Inc., a Maryland corporation, or the Company, I invite you to attendCommission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
MOBILE INFRASTRUCTURE CORPORATION |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing proxy statement, if Other Than the Registrant) |
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Notice of 2021 Annual Meeting
of Stockholders or the Annual Meeting, of the Company. The Annual Meeting will be held onand Proxy Statement
Thursday, December 28, 2020, commencing23, 2021 at 9:00 a.m., Eastern Time. TheTime
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/MICORP2021
LETTER TO OUR STOCKHOLDERS FROM YOUR BOARD OF DIRECTORS
Dear Stockholders:
Please join us for the 2021 Annual Meeting is currently scheduledof Stockholders of Mobile Infrastructure Corporation (the “Company”), which will be held virtually by live webcast on Thursday, December 23, 2021 at 9:00 a.m., Eastern Time (the “Annual Meeting”). No physical meeting will be held. The business to be held at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID- 19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Company and available at www.TheParkingREIT.com where you will also find information on how to attend the virtual meeting.
We believe it has been a transformational year for the Company. On August 25, 2021, in connection with the closing of transactions entered into with the Company’s former advisor and controlling stockholder and an affiliated entity of Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm, the Company transitioned to a new executive management team with experience in parking, infrastructure and other real estate assets, and Board of Directors (the “Board”) comprised of experienced corporate and public company professionals. In addition, in connection with the closing of the tender offer completed on November 5, 2021 pursuant to the transactions, the outstanding class action litigations against the Company and its former advisor were settled. We are very pleased to move forward with the next chapter of the Company.
In furtherance of management’s growth plans for the Company, on November 2, 2021, we completed an additional $20 million strategic growth equity investment from a strategic institutional investor affiliated with the Bombe investor group and used the proceeds of that investment to acquire a 118-stall valet garage in Miami, Florida, and 450-stall garage in downtown Denver, Colorado. We are also exploring potential long-term partners for energy-efficient lighting and electric vehicle charging in our parking garages and lots. We believe our acquisition pipeline is robust and we expect to execute on additional growth opportunities as we position the Company towards a potential listing on a national securities exchange. On November 12, 2021, we changed our name from The Parking REIT, Inc. to Mobile Infrastructure Corporation, which we believe reflects the future of the Company. We take seriously our role in the oversight of our common stock atCompany's long term business strategy, which we believe is the close of business on the record datebest path to long term value creation for our stockholders.
All stockholders are entitledcordially invited to notice of and to vote atattend the Annual Meeting.
For further information regarding the matters to be considered and acted upon at the Annual Meeting, we urge you to carefully read the accompanying Proxy Statement.
We thank you for your investment in our Company and for the confidence you put in this Board to oversee your interests in our business.
November 16, 2021
The Board of Directors
Manuel Chavez III Stephanie Hogue Jeffrey B. Osher
Lorrence T. Kellar Danica Holley Damon Jones
Shawn Nelson
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 23, 2021
Notice is hereby given that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), will be held on December 23, 2021, at 9:00 a.m., Eastern Time, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:
At the Annual Meeting, you will be asked to consider and vote upon:
1. | The election of the seven nominees for director, with each to serve on the Board of Directors of the Company (the “Board of Directors”) until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; |
2. | A non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers; |
3. | A non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation; |
4. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and |
5. | Such other matters as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
The Board of Directors has fixed the close of business on November 12, 2021, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. Only record holders of our shares of common stock as of the close of business on the record date will be entitled to vote at the Annual Meeting or any postponement or adjournment thereof.
For further information regarding the matters to be considered and acted upon at the Annual Meeting, we urge you to carefully read the accompanying Proxy Statement.We make proxy materials available to our stockholders on the internet.Internet. You can access proxy materials at https://www.proxy-direct.com/tpr-31791.www.proxyvote.com. You also may authorize your proxy via the internetInternet or by telephone by following the instructions on that website. In order to authorize your proxy via the internetInternet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Internet Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included in the notice. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously have submitted your proxy.
All stockholders are cordially invited to attend the Annual Meeting. In lightDue to the public health impact of the COVID-19 pandemic admissionand to protect the health and well-being of our stockholders and other stakeholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by ticket only.webcast. No physical meeting will be held. The Live Webcast will be accessible at www.virtualshareholdermeeting.com/MICORP2021. Please follow the advance registration instructions set forth in the section of the Proxy Statement titled “Questions and Answers About the Annual Meeting —How Do— How do I Attendattend the Annual Meeting?” beginning on page 2. If you do not provide an admission ticket, you will not be admitted to the Annual Meeting. In addition, all attendees will be required to comply with federal, state, and local government directives, including social distancing requirements and wearing face coverings. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.
Whether or not you plan to attend, please authorize a proxy to vote your shares by one of the methods described in the accompanying Proxy Statement. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be authorized appropriately to ensure that all of your shares will be voted. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual
We encourage you to read the accompanying materials carefully and thank you in advance for your continued support.
By Order of the Board of Directors,
Stephanie Hogue
Stephanie Hogue
President and Secretary
November 17,16, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS The Notice of 2021 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2020 are also available at www.proxyvote.com. |
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250 E. 5th Street, Suite 200 Las Vegas, NV 89148
OF STOCKHOLDERS TO BE HELD ON DECEMBER 28, 2020
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board” or “Board of Directors”) of The Parking REIT, Inc.,Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), for exercise at our 20202021 Annual Meeting of Stockholders (the “meeting” or “Annual Meeting”) to be held on Thursday, December 28, 202023, 2021 at 9:00 a.m., Eastern Time, atTime. Due to the officespublic health impact of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202, or at any postponement or adjournment thereof, for the purposes set forth hereinCOVID-19 pandemic and into protect the accompanying Noticehealth and well-being of 2020our stockholders and other stakeholders, the Annual Meeting of Stockholders.will be held virtually via live webcast, subject to any adjournments or postponements. In this Proxy Statement, unless the context requires otherwise, “we,” “us,” or “our” refer to the Company.
Please authorize a proxy to vote your shares of common stock by one of the methods described in this Proxy Statement. This Proxy Statement, the accompanying proxy card and other proxy material are first being made available to you on or about November 17, 2020.16, 2021.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS We are also furnishing our proxy materials to our common stockholders over the Internet in accordance with the Securities and Exchange Commission (“SEC”) rules. The proxy materials include the Notice of 2021 Annual Meeting of Stockholders, this Proxy Statement, the accompanying proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). The proxy materials will be available on the Internet at www.proxyvote.com (common stockholders will need to enter their control number reflected on the notice regarding the internet availability of proxy materials that they receive). Common stockholders will not receive printed copies of the proxy materials unless they request written copies of such materials. A Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to each of our common stockholders of record as of the close of business on November 12, 2021 (the “Record Date”) with instructions on how to access and review the proxy materials on the Internet, how to authorize a proxy through the Internet, by telephone or through the mail as well as how to request printed copies of the proxy materials. |
We are providing you with this Proxy Statement, which contains information about the proposals to be considered and voted upon at our Annual Meeting. To make this information easier to understand, we have presented some of the information below in a question and answer format. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement. See also, “Where“Where Can I Find More Information About the Company?”
1. When and where is the Annual Meeting?
The Annual Meeting is currently scheduled to be held virtually on December 28,23, 2020 at 9:00 a.m., Eastern Time, via live webcast, at the offices of Venable LLP, located at 750 E. Pratt Street, Suite 900, Baltimore, Maryland 21202. However, as part of our precautions regarding the coronavirus disease 2019 (COVID-19), we are planning for the possibility thatwww.virtualshareholdermeeting.com/MICORP2021.
2. Why is the Annual Meeting maybeing held virtually?
Because of the COVID-19 pandemic, we believe hosting the Annual Meeting virtually will help ensure the health and well-being of our stockholders and other stakeholders. Stockholders attending the Annual Meeting virtually will be held solely by means of remote communication. If we take this step, we will announceafforded the decision to do so in advance,same rights and details on howopportunities to participate will be set forth in a press release issued by the Company and availableas they would have had at www.TheParkingREIT.com where you will also find information on how to attend the virtualan in-person meeting.
3. How do I attend the Annual Meeting?
The virtual Annual Meeting will be conducted on the Internet via live audio webcast. You will be able to attendparticipate online and submit your questions in advance of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MICORP2021, beginning at 8:30 a.m. Eastern Time on December 23, 2021.
To participate in the Annual Meeting, you must register in advance by no later than December 10, 2020 and follow these instructionswill need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to gain admission. Attendance ataccess the Annual Meeting is limitedprior to stockholders asthe start time. Online access will begin at 8:30 a.m. Eastern Time. Guests may listen to a live audio webcast of the closevirtual Annual Meeting by visiting www.virtualshareholdermeeting.com/MICORP2021, beginning at 8:30 a.m. Eastern Time, but are not entitled to participate.
The Annual Meeting platform is fully supported across browsers (e.g., Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of business on the Record Date or their authorized proxy holders or representatives. Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment,applicable software and electronic devices will not be allowedplug-ins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the meeting room. To gain admissionAnnual Meeting. Participants should also allow plenty of time to an in-personlog in and ensure that they can hear streaming audio prior to the start of the Annual Meeting, you must present an admission ticket and valid, government-issued picture identification, such as a driver’s license or passport.
If you are a stockholder of record as ofhave questions regarding these procedures, please call our corporate secretary at (513) 834-5110 or by email at secretary@mobileIT.com.
4. What is included in the close of business on the Record Date and intend to attend the meeting or appoint another individual asproxy materials? What is a proxy holder or authorized named representative to attendstatement and what is a proxy?
The proxy materials for the Annual Meeting include the Notice Regarding the Availability of Proxy Materials, Notice of Annual Meeting, this Proxy Statement and our Annual Report for the fiscal year ended December 31, 2020 (collectively, the “proxy materials”). If you received or request a paper copy of these materials, the proxy materials will also include a proxy card or voting instruction form.
A proxy statement is a document that SEC regulations require us to give you when we ask you to return a proxy designating individuals to vote on your behalf, or you are a beneficial owner asbehalf. A proxy is your legal designation of the close of business on the Record Date, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at The Parking REIT, Inc., 9130 W. Post Road, Suite 200, Las Vegas, Nevada 89148, by fax to (702) 534-5578 and by email to IRProxy@TheParkingREIT.com. Each stockholder may appoint only one proxy holder or authorized representative to attend the meeting on his, her or its behalf. Requests for record holders to attend the Annual Meeting or for authorized proxy holders or named representatives to attend the Annual Meeting must be received by no later than December 10, 2020. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you are the record owner of your shares of common stock of the Company as of the close of business on the Record Date or, if you are a beneficial owner, a brokerage statement reflecting your ownership of shares of common stock as of the close of business on the Record Date; (iii) a signed authorization appointing such individual to be your authorized named representative at the Annual Meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representativeanother person to vote the shares you own. That other person is called your shares of common stock of the Company at the Annual Meeting.
- 2 2020 MAY NOT ATTEND THE ANNUAL MEETING IN PERSON.-
5. How do I vote or authorize a proxy to vote my shares at the Annual Meeting?
You may authorize a proxy to vote your shares in the following manner:
Authorize a Proxy by Mail - Stockholders may authorize a proxy | ||
• | Authorize a Proxy by Telephone - Stockholders may authorize a proxy by calling 1-800-690-6903 and following | |
• | Authorize a Proxy by Internet - Stockholders may authorize a proxy by completing the electronic proxy card at www.proxyvote.com. |
In addition, you may vote in person at the Annual Meeting. Stockholdersstockholders of record as of the close of business on the Record Date may vote in personelectronically at the Annual Meeting. Written ballots will be provided at the Annual Meeting. All stockholders must present a form of personal identification in order to be admitted to the Annual Meeting. NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS, BRIEFCASES OR PACKAGES WILL BE PERMITTED AT THE ANNUAL MEETING.
If your shares are held by a bank, broker or other nominee (that is, in “street name”), you are considered the beneficial owner of your shares and you should refer to the instructions provided by your bank, broker or other nominee regarding how to vote. In addition, because a beneficial owner is not the stockholder of record, you may not vote shares held by a bank, broker or nominee in street name in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Obtaining a legal proxy may take several days.
6. How can I ask questions at the Annual Meeting?
Stockholders as of the Record Date who attend and participate in the Annual Meeting at www.virtualshareholdermeeting.com/MICORP2021 will have an opportunity to submit questions via the Internet during a designated portion of the program. Stockholders must have available their control number provided on their proxy card or voting instruction form.
If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available on our virtual stockholder login site for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting.
7. Why did you send me this Proxy Statement?
We sent you this Proxy Statement and the proxy card on behalf of the Board, which is soliciting a proxy from you to vote your shares at the Annual Meeting. This Proxy Statement contains information we are required to provide to you and is designed to assist you in voting your shares.
8. Will my vote make a difference?
Yes. Your vote is needed to ensure that the proposals can be acted upon. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company.
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9. Who is entitled to vote?
All holders of common stock of record as of the close of business on November 13, 2020, the record date fixed by the Board for determining the holders of record of our common stock entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”)Record Date are entitled to vote at the Annual Meeting. The holders of the outstanding shares of Series A Convertible Redeemable Preferred Stock and Series 1 Convertible Redeemable Preferred Stock of the Company are not entitled to vote at the Annual Meeting.
10. How many votes do I have?
Each of the outstanding sharesshare of our common stock, as of the close of business on the Record Date, is entitled to one vote for as many individuals as there are directors to be elected at the Annual Meeting and one vote on each of the other matters to be considered and voted upon at the Annual Meeting. On the Record Date, there were 7,327,6967,762,375 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Votes may not be cumulated in the election of directors.
11. What am I voting on?
At the Annual Meeting, we will be asking you to consider and vote upon the following:
The election of the | ||
• | The approval of a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers (“Proposal No. 2”). | |
• | The approval of a non-binding advisory proposal on the frequency of the stockholder advisory vote | |
• | The ratification of the | |
• | Such other business as may properly come before the meeting or any postponement or adjournment thereof. |
12. What is the required vote for approval of each proposal?
Each proposal requires the following vote in order to be approved:
• | Proposal No. 1: Under our current charter (our “Charter”), and bylaws, and consistent with the requirements of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 (the “NASAA REIT Guidelines”), the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting is required to elect each of the nominees named in this Proxy Statement as a director. As a result, abstentions and broker non-votes, will have the effect of votes “AGAINST” each of the nominees in Proposal No. 1. You may vote “FOR” all nominees, “WITHHOLD” your vote as to all nominees or vote “FOR” all nominees except those specific nominees from whom you “WITHHOLD” your vote. | |
• | Proposal No. 2: The affirmative vote of a majority of the votes cast by common stockholders present in person or by proxy at the meeting is required to approve this proposal, which is non-binding on the Company. For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal. | |
• | Proposal No. 3: The affirmative vote of a majority of the votes cast by common stockholders present in person or by proxy at the meeting is required to approve this proposal, which is non-binding on the Company. In the event that no option receives a majority of the votes cast, the Board will consider the option that receives the highest number of votes as the recommended choice of the stockholders. For purposes of this vote, abstentions and broker non-votes will have no effect on the result of the vote for this proposal. |
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13. Whatare our Board’s recommendations?
The Board recommends a vote:
• | “FOR” all of the seven director nominees set forth in Proposal No. 1. | |
• | “FOR” the approval of the non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers set forth in Proposal No. 2. | |
• | FOR “EVERY 3 YEARS” for the non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation set forth in Proposal No. 3. | |
• | “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 under Proposal No. 4. |
14. What constitutes a quorum?
In order for us to conduct the Annual Meeting, we must have a quorum, which means that stockholders entitled to cast at least 50% of all the votes entitled to be cast on any matter at the Annual Meeting must be present in person or by proxy at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you:
• | authorize a proxy via the Internet; | |
• | authorize a proxy via telephone; | |
• | properly submit a proxy card (even if you do not provide voting instructions); or | |
• | attend the Annual Meeting and vote electronically. |
15. How are abstentions and broker non-votes counted?
Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the person entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter), if any, are considered present for purposes of determining whether we have a quorum.
Abstentions will be counted as a vote against Proposal 1. Abstentions are not votes cast and, therefore, will not be counted as votes castincluded in vote totals and will have no effect on the resultoutcome of any other Proposal to be voted on at the vote for this proposal. Broker non-votes will not arise in connection with this proposal because brokers may vote in their discretion on behalf of clients who have not furnished voting instructions.
If your shares are held in the name of a brokerage firm or other nominee, the brokerage firm or nominee has discretionary voting authority to vote your shares for the ratification of the appointment of RBSMDeloitte & Touche LLP as our registered independent public accounting firm for the year ending December 31, 20202021 (Proposal No. 2)4), because this matter is considered “routine” under the applicable rules. The election of directors (Proposal No. 1) is not considered “routine” and therefore shares held in street name may not be voted by your broker without instructions.
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16. What if other matters come up at the Annual Meeting?
We are not currently aware of any other matter to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matter not described in the Proxy Statement is properly presented at the Annual Meeting, any proxies received by us will be voted in the discretion of the proxy holders.
17. Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?
We will bear all expenses incurred in connection with the solicitation of proxies. Our directorsofficers, employees and officersdirectors may solicit proxies by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-of-pocket expenses. The Company has also engaged Georgeson Inc.LLC to assist it in the solicitation of proxies. The Company has agreed to pay Georgeson Inc.LLC an initial fee of $8,500,$10,000, and will reimburse it for its reasonable expenses, for its services to solicit proxies.
18. May I revoke my proxy or change my vote?
Yes. You may revoke your proxy or change your vote at any time before your proxy is exercised at the Annual Meeting. If you are a holder of record, you can do this in any of the three following ways:
If your shares of common stock are held in an account at a broker or other nominee and you desire to change your vote or vote 19. Who can help answer my questions? If you have any questions about the Annual Meeting or how to authorize your proxy, or need additional copies of this Proxy Statement, the enclosed proxy card or voting instructions, you should contact: Georgeson LLC 1290 Avenue of Americas, All stockholders Call Toll-Free: 1-866-431-2105 20. Where can I find more information about the Company? We file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information we file with the SEC on the web site maintained by the SEC at http://www.sec.gov. - 6 - CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS The Company operates under the direction of the Company’s Board, the members of which are Effective August 25, 2021, pursuant to the Five of the The Charter also provides that, upon the comment commencement of an initial public offering, a majority of the directors must be independent directors and that at least one of the independent directors must have at least three years of relevant real estate experience. The independent directors are required to nominate replacements for vacancies among the independent directors under the Charter. The Board has determined that each of Jeffrey B. Osher, Lorrence T. Kellar, Danica Holley, Damon Jones and Shawn Nelson qualifies as an independent director under the Charter and NASAA REIT Guidelines. The Company refers to the directors who are not independent as the “Affiliated Directors.” Currently, the two Affiliated Directors are Manuel Chavez III, the Company’s Chief Executive Officer and Chairman of the Board, and Stephanie Hogue, the Company’s President. The Company’s directors are elected by the Company’s common stockholders on an annual basis. Any director may resign at any time and may be removed with or without cause by the stockholders upon the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast generally in the election of directors. The notice of any special meeting called to remove a director must indicate that the purpose, or one of The Company has elected, pursuant to an election under Subtitle 8 of Title 3 of the Maryland General Corporation Law, to provide that a vacancy on our Board may be filled only by a vote of a majority of the remaining directors and - 7 - Responsibilities of Directors The responsibilities of the members of the Board include:
The directors have duties to the Company The Company will follow investment guidelines adopted by the Board and the investment and borrowing policies described in In order to reduce or eliminate and address certain potential conflicts of Board’s Role in Risk Oversight The Board provides supervision and oversight of our risk management processes. Management identifies and prioritizes material risks, and each prioritized risk is referred to a Board committee or the full Board for supervision and oversight. For example, financial risks are referred to the Audit Committee. The Board regularly reviews information regarding our properties, loans, operations, liquidity and capital resources. The Board informally reviews the risks associated with these items at each quarterly Board meeting and at other Board meetings as deemed appropriate. Board Leadership Structure The Board leadership structure is currently comprised of - 8 - Code of Ethics The Criteria for Selecting Directors In evaluating candidates, our Nominating and Governance Committee will consider an individual’s business and professional experience, the potential contributions they could make to our Board and their familiarity with our business. Our Nominating and Governance Committee will consider candidates recommended by our directors, members of our management team and third parties. Our Nominating and Governance Committee will also consider candidates suggested by our stockholders. We do not have a formal process established for this purpose. However, for so long as the Stockholders’ Agreement is in effect, at each stockholders’ meeting of the Company at which directors are to be elected, (i) Color Up shall be entitled, any time prior to the mailing of the applicable proxy statement of the Company, to designate for nomination five (5) Color Up Designated Directors as members of the Board (or fewer if less than seven (7) members on the Board) and (ii) the Incumbent Directors to be nominated and elected at any such stockholders’ meeting shall be designated by a majority of the Incumbent Directors then in office. The Company agrees, to the fullest extent permitted by applicable law, to include in the slate of nominees recommended by the Board (or the Nominating and Governance Committee of the Board) for election at any annual or special meeting of stockholders of the Company at which directors are to be elected to the Board (or consent in lieu of meeting) the applicable Color Up Designated Directors and Incumbent Directors and to nominate, recommend and use its reasonable best efforts to solicit the vote of stockholders of the Company to elect to the Board such slate of directors (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Color Up Designated Directors and Incumbent Directors). For any meeting (or consent in lieu of meeting) of the Company’s stockholders for the election of members of the Board, the Board (or the Nominating and Governance Committee thereof) shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board. Such nominees shall serve in a manner consistent with the terms of the Charter and Bylaws. The Company believes that the arrangement set forth above is sufficient for the evaluation of future candidates to our Board. We do not have a formal diversity policy with respect to the composition of our Board. However, our Nominating and Governance Committee seeks to ensure that the Board is composed of directors whose diverse backgrounds, experience and expertise will provide the Board with a range of perspectives on matters coming before the Board. Stockholders may contact our Nominating and Governance Committee if they wish the committee to consider a proposed candidate. Stockholders should submit the names of any candidates in writing, together with background information about the candidate, and send the materials to the attention of the Company’s Secretary at the following address: 250 E. 5th Street, Suite 2110, Cincinnati, Ohio 45202; or via email at secretary@mobileIT.com. - 9 - Communication with Directors The Company has established procedures for stockholders or other interested parties to communicate directly with the Board. Such parties can contact the Board by mail at the following address: Board of Directors The Secretary will receive all communications made by these means and will distribute such communications to such member or members of the Audit Committee for review. Stockholder Proposals Under our current - 10 - PROPOSAL NO. 1 - ELECTION OF DIRECTORS Based on the recommendation of the Nominating and Governance Committee of the Board, the Board nominated the seven directors listed below for election to the Board at the Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy card as proxies will exercise the discretionary authority provided to vote for the election of a substitute nominee selected by our Nominating and Governance Committee or our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our bylaws. The Board has no reason to believe that any nominee listed below will be unable or unwilling to serve. Each of the nominees meets the qualifications for directors as set forth in the Charter and bylaws and the Stockholders’ Agreement. Each of the Company’s nominees for director elected at the Annual Meeting will serve until the next annual meeting of stockholders following their election and until his or her successor is duly elected and qualifies or until his or her earlier resignation, retirement or removal. We believe that all of the director nominees possess the professional and personal qualifications necessary for Board service, and have highlighted particularity noteworthy attributes for each director nominee in the individual biographies below. Directors to be Elected at the Annual Meeting The following is some important biographical information, including the ages and recent principal occupations, as of November 12, 2021, of the Company’s director nominees. The business address of each director nominee is c/o Mobile Infrastructure Corporation, 250 E. 5th Street, Suite 2110, Cincinnati, Ohio 45202. Included in each director nominee’s biography below are the attributes of that director consistent with the qualifications, attributes, skills and experience the Board has determined are important to be represented on the Board.
Manuel Chavezhas served as our Chief Executive Officer and Chairman of the Board since August 2021. Mr. Chavez is and has been the chief executive officer and founder of Bombe Asset Management LLC, a Cincinnati, Ohio-based alternative asset management firm affiliated with Color Up (“Bombe”), since 2017. Mr. Chavez held various positions of increasing responsibility at Parking Company of America, Inc. from 1999 to 2017. Mr. Chavez is also chief executive officer and a manager of Color Up. Mr. Chavez currently holds positions with the Greater Cincinnati Port Authority, the Cincinnati State Technical and Community College, the Cincinnati Art Museum and the Cincinnati Regional Business Committee. Mr. Chavez was selected to serve as a director of the Company because of his significant real estate experience and expansive knowledge of the real estate industry, and his relationships with chief executives and other senior management at numerous real estate companies. Based on the foregoing, the Board believes that Mr. Chavez will bring a unique and valuable perspective to our Board. Stephanie Hoguehas served as our President and a member of the Board since August 2021. Ms. Hogue has been the chief investment officer and managing partner of Bombe since 2020. From 2017 to 2020, Ms. Hogue was managing director and New York branch manager at PricewaterhouseCoopers Corporate Finance LLC, and from 2010 to 2017, Ms. Hogue was a director at PricewaterhouseCoopers Corporate Finance LLC. Ms. Hogue is also a manager of Color Up. Ms. Hogue currently serves on the board of governors of Public Media Connect, Inc., a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations, and is a director of the Indian Hill Club. - 11 - Ms. Hogue was selected to serve as a director of the Company because of her significant experience in finance, capital markets and investing in infrastructure and real estate assets. Jeffrey B. Osher has served as a member of the Board since August 2021. Mr. Osher founded No Street Capital LLC, an investment management firm, in 2018. Prior to founding No Street Capital, LLC, Mr. Osher served as a portfolio manager at Harvest Capital Strategies, LLC, an SEC-registered investment advisor, from 2005 to 2018, and as an analyst from 2002 to 2005. Prior to his tenure at Harvest Capital Strategies, LLC, Mr. Osher was an analyst at The Dowd Company where he focused on technology and emerging growth companies. He has served on the board of directors of the Seal Family Foundation since 2016. He has also served on the board of directors of Green Dot Corporation since 2020 and was an advisor to the Green Dot Corporation’s board of directors from 2017 to 2020. He is also a manager of Color Up. Mr. Osher was selected to serve as a director of the Company due to his significant experience in financial services and investment and his experience as an executive and a public company director. Lorrence T. Kellarhas served as a member of the Board since August 2021. Mr. Kellar has been a trustee of Acadia Realty Trust since November 2003. Mr. Kellar was vice president at Continental Properties, a retail and residential developer, from 2002 until his retirement in 2009, a director of Spar Group, Inc., from 2003 to 2019 and chairman of Multi-Color Corporation from 1995 to 2012. Prior to joining Continental Properties, Mr. Kellar served as vice president of real estate with Kmart Corporation for six years and served with The Kroger Co., the United States’ largest supermarket company, for 31 years where his final position was group vice president of finance and real estate. Mr. Kellar currently serves as an emeritus trustee of Public Media Connect, Inc. a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations and an emeritus trustee of the Cincinnati Ballet. Mr. Kellar was selected to serve as a director of the Company due to his significant management and public company experience, including in the real estate industry and as a public company executive and director and member of the audit committee. Danica Holley has served as a member of the Board since August 2021. Ms. Holley has served as the chief operating officer of Global Medical REIT Inc. since March 2016. Ms. Holley’s business development and management experience spans more than 18 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business rollouts and start-ups. As executive director for Safe Blood International Foundation since April 2008, she oversaw national health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley has held management positions as director of strategy, corporate business development for WorldSpace, Inc. from 1997 to 2000, director of marketing for corporate and business at ISI Professional Services from 2000 to 2001 and director of administration at Tanzus Development from 1996 to 1997 and SK&I Architectural Design Group, LLC from 2003 to 2007. Ms. Holley was selected to serve as a director of the Company due to her significant business development and management experience, including as an executive officer at a publicly traded REIT that has had a similar growth trajectory to the Company. Damon Joneshas served as a member of the Board since August 2021. Mr. Jones has served as the chief communications officer of The Procter & Gamble Company (“P&G”) since April 2020. He served as vice president, global communications & advocacy at P&G from July 2018 to April 2020, and prior to that, as director, global company communications from August 2015 to June 2018. Prior to that, Mr. Jones held various other positions with increasing responsibility at P&G since 1997. Mr. Jones was selected to serve as a director of the Company due to his significant communications experience and his experience as a public company executive. - 12 - Shawn Nelson has served as a member of the Board since January 2019. Mr. Nelson has served as the chief assistant district attorney of Orange County, California since January 2019. Mr. Nelson had served as a member of the Orange County Board of Supervisors in Orange County, California, since June 2010, serving as chairman in 2013 and 2014. Mr. Nelson previously served on the board of directors of the Southern California Regional Rail Authority (Metrolink) and was the former chairman. He was also previously a director of the Orange County Transportation Authority having served as the chair in 2014 and is a director of the South Coast Air Quality Management District, Southern California Association of Governments, Transportation Corridor Agency, Foothill/Eastern, Southern California Water Committee, Orange County Council of Governments and Orange County Housing Authority Board of Commissioners. Mr. Nelson resigned from his positions on the board of the Southern California Regional Rail Authority and the Orange County Transportation Authority effective in January 2019. From 1994 to 2010, Mr. Nelson was the managing partner of the law firm of Rizio & Nelson. From 1992 to 1994, he was the leasing director/project manager of S&P Company. Prior to that, from 1989 to 1992, Mr. Nelson served as the leasing director/acquisitions analyst for IDM Corp and from 1988 to 1989 he served as a construction superintendent for Pulte Homes. Mr. Nelson has a Bachelor of Science degree in business with a certificate in real property development from the University of Southern California and a Juris Doctor Degree from Western State University College of Law. Mr. Nelson was selected to serve as a director of the Company due to his legal background and significant experience in the real estate industry and his experience as a director. Vote Required Under the Charter and bylaws, and consistent with the requirements of the NASAA REIT Guidelines, the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting is required to elect Recommendation of the Board of Directors THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL OF THE NOMINEES FOR DIRECTOR, WITH EACH TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER RESPECTIVE SUCCESSOR IS DULY ELECTED AND QUALIFIES. - 13 -
The Board has delegated various responsibilities and authority to three standing committees. Each committee regularly reports on its activities to the full Board. The Audit Committee, the Compensation Committee and the Nominating and Governance Committee are composed entirely of
Audit Committee The Audit Committee meets on a regular basis, at least quarterly and more frequently as necessary. The Audit Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established and the audit and financial reporting process. The Audit Committee is comprised of three directors, each of whom is an independent director. The Company’s Audit Committee consists of Lorrence T. Kellar, Danica Holley and Shawn Nelson. Mr. Kellar serves as chair of the Audit Committee. The Board also determined that Mr. Kellar is the Audit Committee’s “financial expert”. The Audit Committee held five meetings in the year ended December 31, 2020. The Audit Committee charter is available at http://www.mobileIT.com. Compensation Committee The Compensation Committee establishes and oversees the Company’s compensation programs and arrangements applicable to its executive officers, including, without limitation, salary, incentive compensation, equity compensation and perquisite programs, and amounts to be awarded or paid to individual officers under those programs and arrangements, or makes recommendations to the Board regarding approval of the same. The Company’s Compensation Committee is comprised of three directors, each of whom is an independent director: Jeffrey B. Osher, Danica Holley and Shawn Nelson. Mr. Osher serves as chair of the Compensation Committee. The Compensation Committee held six meetings in the year ended December 31, 2020. The Compensation Committee charter is available at http://www.mobileIT.com. Nominating and Governance Committee The Nominating and Governance Committee (formerly, the Nominating Committee) is responsible for establishing the requisite qualifications for directors, identifying and recommending the nomination of individuals qualified to serve as directors and recommending directors for each board committee. The Nominating and Governance Committee also establishes corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards and recommends to the Board the corporate governance guidelines applicable to the Company. The Nominating and Governance Committee will consider candidates recommended by stockholders. The Company’s Nominating and Governance Committee is comprised of three directors, each of whom is an independent director: Danica Holley, Damon Jones and Shawn Nelson. Mr. Jones serves as chair of the Nominating and Governance Committee. The Nominating and Governance Committee held three meetings in the year ended December 31, 2020. The Nominating and Governance Committee charter is available at http://www.mobileIT.com. Board Meetings and Annual Stockholder Meeting The Board held 18 meetings during the fiscal year ended December 31, 2020. Each then director attended at least 75% of the board and committee meetings during the period in which they served in 2020. Although the Company does not have a formal policy regarding attendance by members of the Board at the Company’s Annual Meeting of Stockholders, the Company encourages all of our directors to attend. One of our then directors attended the Company’s 2020 Annual Meeting of Stockholders held on December 28, 2020. - 14 - DIRECTOR COMPENSATION Until November 16, 2021, each independent director received an annual cash retainer of $70,000, pro-rated for any partial year of service, with an additional $15,000 annual retainer (prorated for a partial term) paid to the Audit Committee chairperson. Effective November 16, 2021, each independent director will receive an annual cash retainer of $70,000, pro-rated for any partial year of service. An additional $15,000 in cash will also be paid to the chair of the Audit Committee and $10,000 in cash will also be paid to the chairs of the Compensation Committee and the Nominating and Governance Committee. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board. Directors who are also employees of the Company are not entitled to any compensation for services rendered as a director. The Compensation Committee previously retained FTI Consulting as its independent consultant to provide guidance on various aspects of our independent director compensation program and to assist the Compensation Committee in designing an executive compensation program. Independent Directors Under the Company’s independent director compensation program in effect for the year ended December 31, 2020, the Company paid each independent director an annual retainer of $70,000 (prorated for a partial term), with an additional $15,000 annual retainer (prorated for a partial term) paid to the Audit Committee chairperson. The following table sets forth information with respect to our independent director compensation during the
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- 16 - EXECUTIVE OFFICERS The following is some important biographical information, including the ages and
Please see “Proposal J. Kevin Blandhas served as The following “Summary Compensation Table” and footnotes summarize the Summary Compensation
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Our named executive officers receive a base salary to compensate them for services rendered to Company described below. Any annual bonus or incentive pay for Equity Compensation As described below under “Employment Agreements”, pursuant to 2020. Retirement Plans and Health and Welfare Benefits We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers. Our Perquisites and Other Personal Benefits We do not currently provide our - 18 -
Employment Agreements 2019 Employment Agreements The Company entered into employment agreements (collectively, the As part of the Company’s transition to self-management, the Compensation Committee retained FTI Consulting as an independent compensation consultant to advise the Compensation Committee with respect to the terms of the 2019 Employment Agreements. The following is a brief summary and discussion of the terms of the 2019 Employment Agreements. Term. Each of the 2019 Employment Agreements provides for a three-year initial term that commenced on July 1, 2019 and ends on the third anniversary of such date. Thereafter, the employment term extends automatically for successive one-year periods unless either the Duties. The 2019 Employment Agreements provide that the Compensation. The 2019 Employment Agreements provide that the Severance - 19 - The Upon termination where severance is due and payable, the 2019 Employment Agreements also provide that the Non-Competition, Non-Solicitation and On August 25, 2021, Michael V. Shustek resigned from all executive positions he held at the Company and all of the Company’s subsidiaries, including as Chief Executive Officer of the Company, and from the Board of the Company. Also on August 25, 2021, Daniel Huberty resigned from all executive positions he held at the Company, including as President and Chief Operating Officer. The 2019 Employment Agreements with respect to Messrs. Shustek and Huberty terminated on August 25, 2021 in connection with their resignations. The 2019 Employment Agreement with the Company’s Chief Financial Officer, J. Kevin Bland, remains in effect. 2021 Employment Agreements In connection with their employment, the Company entered into employment agreements (collectively, the “2021 Employment Agreements”) with each of Manuel Chavez III and Stephanie Hogue on August 25, 2021. The Compensation Committee retained an independent compensation consultant to assist in determining Mr. Chavez’s and Ms. Hogue’s compensation packages under the 2021 Employment Agreements. The following is a brief summary and discussion of the terms of the 2021 Employment Agreements: - 20 - Term. Each of the 2021 Employment Agreements provides for a three-year initial term that commences on the Employment Effective Date (as defined in each of the 2021 Employment Agreements) and ends on the third anniversary of such date. Thereafter, the employment term extends automatically for successive one-year periods unless either the executive or the Company provides notice of non-renewal to the other party at least ninety (90) days before the end of the then-existing term. Duties. The 2021 Employment Agreements provide that the Chief Executive Officer and the President 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 2021 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, including serving as an officer and other capacities with respect to Color Up and its affiliates. Compensation. The 2021 Employment Agreements provide that the Chief Executive Officer and President will receive an annual initial base salary of $600,000 and $450,000, respectively. The Chief Executive Officer and President will be eligible to receive a target annual bonus of not more than 33.33% of their base salary, and each will be eligible to receive an annual target equity award of not more than $1,000,000, and $600,000 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 Chief Executive Officer and President have the right to elect to receive their base salary and their target annual bonus payments in the form of restricted 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 2021 Employment Agreements. In addition, the Chief Executive Officer and the President will receive $2,000,000 and $1,200,000 in unvested restricted shares of common stock, respectively, which shares shall vest only upon the occurrence of a Liquidity Event (as defined in the 2021 Employment Agreements), within three years of the effective date of the 2021 Employment Agreements, provided that the Chief Executive Officer and President, respectively, remain employed with the Company on the date of the Liquidity Event, unless such officer is terminated by the Company without cause or resigns for good reason within 180 days of a Liquidity Event. The Compensation Committee retained an independent compensation consultant to assist in determining the Chief Executive Officer’s and President’s compensation packages. Severance Payments. The 2021 Employment Agreements provide that, subject to the execution of a release and other conditions set forth in the 2021 Employment Agreements, upon a “qualifying termination” (as defined in the 2021 Employment Agreements), the executives will be entitled to severance based on a multiple of the total of each executive’s then-current annual base salary plus the amount of the Target Bonus Amount (as defined in the 2021 Employment Agreements) for the Company’s most recently completed fiscal year prior to termination (referred to herein as “total cash compensation”). If the qualifying termination results from the death or disability of the executive, the executive will be entitled to severance equal to one times (1x) their total cash compensation. If the executive is terminated by the Company without “cause” (as defined in the 2021 Employment Agreements), the executive quits for “good reason” (as defined in the 2021 Employment Agreements) or the Company elects not to renew the term of the 2021 Employment Agreements, then the executive will be entitled to severance equal to two times (2x) their total cash compensation. In the event that any qualifying termination occurs on or within twelve (12) months after a change in control of the Company, the executives will be entitled to severance equal to three times (3x) their total cash compensation. Upon termination where severance is due and payable, the 2021 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; and (v) reimbursements of unpaid business expenses. Non-Competition, Non-Solicitation and Confidentiality. The 2021 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 The 2021 Employment Agreements also contain a non-disparagement covenant. - 21 - Long-Term Incentive Plan The Board adopted the Company’s
The The The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the The During the years ended December 31, - 22 - 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END During the years ended December 31, 2020 and POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Our 2019 Employment Agreements and 2021 Employment Agreements provide for certain severance payments and vesting of - 23 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Directors and Executive Officers The following table sets forth the total number and percentage of common stock beneficially owned as of November 12, 2021, by:
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- 24 - Principal Stockholders Shown below is certain information as of November 9, 2021, with respect to beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act, of shares of common stock by the only persons or entities known to us to be a beneficial owner of more than 5% of the outstanding shares of common stock. Unless otherwise noted, the percentage ownership is calculated based on 7,762,375 shares of our common stock outstanding as of November 12, 2021.
- 25 - PROPOSAL NO. 2 – ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION As required by Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Our executive compensation is designed to reward executive performance that contributes to our success and increases stockholder value, while encouraging behavior that is in our and our stockholders’ long-term best interests. Because your vote is advisory, it will not be binding upon our Board or our Compensation Committee; however, our Board values stockholders’ opinions and our Compensation Committee will take into account the Our Board recommends that stockholders vote for the following resolution: RESOLVED: That the stockholders of the Company approve, on a non-binding, advisory basis, the compensation paid by the Company to the Company’s named executive officers, Vote Required The affirmative vote of a majority of the Recommendation of the Board of Directors THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. - 26 - PROPOSAL NO. 3 – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION As required by Section 14A of After consideration, the Board recommends that stockholders select “every three years” as the desired frequency for a non-binding, advisory vote of stockholders on named executive officer compensation. The Board believes this frequency is appropriate because it encourages the Company’s stockholders to evaluate executive compensation arrangements over an extended period of performance and to review the compensation of the Company’s named executive officers over a three-year period as reported in the Because your vote is advisory, it will not be binding upon the Board or the Compensation Committee; however, the Board values stockholders’ opinions and the Compensation Committee will take into account the outcome of the vote, among other things, when considering the frequency with Vote Required The affirmative vote of a majority of the votes cast by common stockholders present in person Recommendation of the Board of Directors THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR HOLDING THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS “EVERY 3 YEARS”. The Audit Committee of Contemporaneously with the 2020 and December 31, 2019, and the subsequent interim period through October 18, 2021, we did not, nor did anyone on our behalf, consult with Deloitte & Touche LLP with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), or a disagreement, or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), or a reportable event. Deloitte & Touche LLP is considered by our management to be qualified. We are asking our We expect that a representative of Principal Accounting Fees and Services For the years ended December 31, 2020 and 2019, For the
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Audit fees. Consists of fees billed for the audit of theAudit-related fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of theTax fees. Consists of professional services rendered by a company aligned with theAll other fees. The services provided by thePre-Approval Policy The Audit Committee has direct responsibility to review and approve the engagement of the independent auditors to perform audit services or any permissible non-audit services. All audit and non-audit services to be provided by the independent auditors must be approved in advance by the Audit Committee. The Audit Committee may not engage the independent auditors to perform specific non-audit services proscribed by law or regulation. All services performed by our independent auditors under engagements entered into were approved by the Vote Required The affirmative vote of a majority of the votes cast by common stockholders present in person or by proxy at the meeting is required to approve this proposal. Recommendation of the Board of Directors THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. - 29 - Management of The following is the report of the Audit Committee with respect to the Review with Management The Audit Committee has reviewed and discussed the Review and Discussions with Independent Registered Public Accountants The Audit Committee The Audit Committee also received the written disclosures and letter from RBSM LLP required by the applicable requirements of the PCAOB regarding the independent Conclusion Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the 2020, for filing with the SEC. Submitted by the Audit Committee of the Board, Lorrence T. Kellar, Chair* Danica Holley* Shawn Nelson* - 30 - *The members were appointed to the Audit Committee effective October 15, 2021. The prior members of the Audit Committee took the actions described above. - 31 - A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we were, are or will be a participant, (ii) the amount involved exceeds the lesser of $120,000 or 1.0% of the A “related person” means any person who is, or at any time since January 1, 2019 was:
We have adopted a written Code of Ethics that describe the consideration and approval of related person transactions. Under the Code of Ethics, we may not enter into a transaction from which any director or executive officer, any member of the immediate family of any director or executive officer or other related person, may derive an improper benefit, unless that transaction has been disclosed or made known to our Board and a majority of the Board (including a majority of the Independent Directors) not otherwise interested in the transaction reviews and approves or ratifies the transaction by affirmative vote as fair and reasonable to the Company and on terms not less favorable to the Company than those available from unaffiliated third parties. In determining whether to approve or ratify a transaction, our Board (including a majority of the Independent Directors) not otherwise interested in the transaction, as the case may be, shall also act in accordance with any applicable provisions of our Charter and Bylaws, consider all of the relevant facts and circumstances and approve only those transactions that they determine are fair and reasonable to us. All related person transactions described in Annex A to this Proxy Statement were reviewed and approved or ratified in accordance with our policies, Code of Ethics, Charter and Bylaws, each as described above, and Maryland law. In the event of doubt, an officer or director of the company must disclose a suspected related person transaction to the Director of Compliance, who may then engage the Chair of the Audit Committee to determine if the transaction requires the approvals set forth in the Code of Ethics. A copy of our Code of Ethics is available on our website, www.mobileIT.com. Certain Conflict Mitigation Measures In order to reduce or mitigate certain potential conflicts of interests, the Company has adopted the procedures set forth below, which includes procedures imposed by the NASAA REIT Guidelines. The Company will no longer be subject to the requirements of the NASAA REIT Guidelines if and when the Company lists its shares on a national securities exchange and amends - 32 - Independent Directors Pursuant to the NASAA REIT Guidelines, the Charter defines an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with the Sponsor or the Advisor. A director is deemed to be associated with the Sponsor or the Advisor if he or she owns any interest in, is employed by, is an officer or director of, or has any material business or professional relationship with the Sponsor, the Advisor or any of their affiliates, performs services (other than as a director) for us, or serves as a director or trustee for more than three (3) REITs sponsored by the Sponsor or advised by the Advisor. A business or professional relationship will be deemed material per se if the gross revenue derived by the director from the Sponsor, the Advisor or any of their affiliates exceeds five percent (5%) of (1) the director’s annual gross revenue derived from all sources during either of the last two years or (2) the director’s net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director’s spouse, parents, children, siblings, mothers-or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with the Company, the Sponsor, the Advisor or any of its affiliates. A majority of the members of the Board, including a majority of the independent directors, must determine the method used by the Advisor for the allocation of the acquisition of investments by two or more affiliated programs seeking to acquire similar types of assets is fair and reasonable to us. The Company’s independent directors, acting as a group, will resolve potential conflicts of interest whenever they determine that the exercise of independent judgment by the full Board or the Advisor or its affiliates could reasonably be compromised. However, the independent directors may not take any action which, under Maryland law, must be taken by the entire Board or which is otherwise not within their authority. The independent directors, as a group, are authorized to retain their own legal and financial advisors. Among the matters we expect the independent directors to review and act upon are:
Those conflict of interest matters that cannot be delegated to the independent directors, as a group, under Maryland law must be acted upon by both the Board and the independent directors. The Company’s Acquisitions The Company will not purchase or lease assets in which any of the Company’s directors or any of their affiliates has an interest without a determination by a majority of the Company’s directors (including a majority of the independent directors) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the asset to the Sponsor, the Advisor, the director or the affiliated seller or lessor, unless there is substantial justification for the excess amount and such excess is reasonable. In no event may the Company acquire any such asset at an amount in excess of its current appraised value. The consideration the Company pays for real property will ordinarily be based on the fair market value of the property as determined by a majority of the members of the Board or the members of a duly authorized committee of the board. In cases in which a majority of the Company’s independent directors so determine, and in all cases in which real property is acquired from any of the Company’s directors or any of their affiliates, the fair market value shall be determined by an independent expert selected by the Company’s independent directors not otherwise interested in the transaction. Pursuant to the Stockholders’ Agreement described below, until such time as the Stockholders’ Agreement is terminated, the prior approval of one Incumbent Director and a majority of the Color Up Designated Directors shall be required for certain transactions, including without limitation, (i) any merger or sale of the Company or substantially all its assets, (ii) amendments to the Company’s Charter or bylaws, (iii) the authorization or issuance of any equity securities or any securities convertible into or exercisable for equity securities of the Company, (iv) any change in the authorized number of directors of the Board or establishment or abolition of any committee thereof; (v) any incurrence or repayment of indebtedness in an aggregate amount over a certain threshold, (vi) any declaration of dividends, (vii) any appointment or termination of any person as the chief executive officer, president or chief financial officer of the Company, (viii) any related party transactions, (ix) any amendment or waiver, or termination of certain provisions, of the Stockholders’ Agreement or (x) any amendment or waiver of the Tax Matters Agreement or the Warrant Agreement, each as described below. - 33 - Loans The Company will not make any loans to the Company’s directors or officers or any of their affiliates (other than mortgage loans complying with the limitations set forth in Section V.K.3 of the NASAA REIT Guidelines or loans to wholly owned Other Transactions Involving Affiliates A majority of the Company’s directors, including a majority of the independent directors not otherwise interested in the transaction, must conclude that all other transactions between the Company and the Sponsor, the Advisor, any of the Company’s directors or any of their affiliates are fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties. To the extent that the Company contemplates any transactions with affiliates, members of the Board who serve on the board of the affiliated entity will be deemed “interested directors” and will not participate in approving or making other substantive decisions with respect to such related party transactions. Issuance of Options and Warrants to Certain Affiliates Until the Company’s shares Relationship with Color Up, Bombe and Prior to Contribution Agreement (the “Purchase Agreement”) described below. In connection with the Color Up was formed for the purpose of consummating the transactions contemplated by the Purchase Agreement and investing in the shares of common stock. Mr. Chavez, a Manager and the Chief Executive Officer of Color Up, was elected Chairman of the Board and Chief Executive Officer of the Company, - 34 - As of November 12, 2021, Mr. Chavez, Ms. Hogue and Mr. Osher beneficially owned through Color Up, 2,624,831 shares of common stock, or 33.81% of the outstanding common stock as of such date, warrants to purchase 1,702,128 shares of common stock and 7,481,668 OP Units, or approximately 44.2% of the outstanding OP Units as of such date, and Mr. Osher beneficially owned through HS3 an additional 1,702,128 OP Units or approximately 10.1% of the outstanding OP Units as of such date, and 425,532 Class A Units. Equity Purchase and Contribution Agreement On January 8, 2021, the Company entered into the Purchase Agreement by and among the Company, the Operating Partnership, Vestin Realty Mortgage I, Inc., (“VRMI”), Vestin Realty Mortgage II, Inc. (“VRMII”) and Michael V. Shustek (collectively, the “Former Advisor”) and Color Up. The transactions contemplated in the Purchase Agreement closed on August 25, 2021 (the “Closing”) and, pursuant to the Purchase Agreement, at the Closing: (i) the Operating Partnership issued a number of newly-issued common units of limited partnership of the Operating Partnership equal to (a) the sum of (x) $39,000,000 (less the outstanding principal amount of the Loan or the Advance (each as described below), if any), plus (y) the value of all of the issued and outstanding equity interests of certain property owning entities (the “Contributed Interests”), determined in accordance with the Purchase Agreement, divided by (b) $11.75 (the “OP Unit Consideration”), which OP Unit Consideration was subject to adjustment for customary real estate prorations; (ii) Color Up contributed to the Operating Partnership (a) cash consideration of $35,000,000, less principal amounts outstanding under the Loan or the Advance (each as defined below), (b) certain technology and (c) the Contributed Interests; (iii) the Company issued to Color Up Warrants to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to The Company and the Operating Partnership also agreed to issue additional OP Units to Color Up for certain costs of the Company that (a) were paid In addition, in accordance with the terms and conditions of the Purchase Agreement, Color Up advanced, at the written request of the Company, $257,000 in connection with the termination of certain third-party contracts on terms acceptable to Color Up (the “Advance”). At the Closing, Color Up was issued an additional 21,872 OP Units with respect to the Advance. The Purchase Agreement further provided that if the Closing did not occur on or before June 1, 2021, Color Up would, upon written request of the Company, - 35 - After giving effect to the transactions described above, Color Up acquired 7,481,668 OP Units and owned approximately 49.2% of the partnership interest of the Operating Partnership. At the Closing, Mr. Shustek resigned as a director and officer of the Company and its subsidiaries and Mr. Chavez became the Chief Executive Officer of the Company and Ms. Hogue became the President of the Company. Mr. Shustek no longer owns any shares of the Company and is no longer affiliated with the Company or any of its subsidiaries. J. Kevin Bland, the Company’s Chief Financial Officer prior to the Closing continues to serve as the Chief Financial Officer pursuant to his existing 2019 Employment Agreement. Each of Mr. Shustek, Mr. Huberty, Mr. Dawson and Mr. Aalberts entered into an indemnification agreement with the Company. The Chief Executive Officer, President and current directors of the Company have entered into similar indemnification agreements with the Company. Tender Offer Pursuant to the Purchase Agreement, Color Up agreed that, as promptly as practicable after the Closing, it would commence a tender offer to purchase up to 900,506 of the outstanding shares of common stock of the Company, at a purchase price of $11.75 per share, net to the applicable seller in cash, without interest, subject to any required withholding tax (the “Tender Offer”) and the Company agreed (i) that prior to the Closing, the Board would recommend that stockholders accept the Tender Offer and (ii) to take all steps necessary to cause any offering On October 5, 2021, Color Up commenced the Tender Offer upon the terms and subject to the conditions set forth in that certain Offer to Purchase, dated October 5, 2021 and in the related Letter of Transmittal, copies of which are attached as exhibits to Schedule TO filed with the SEC on October 5, 2021, and the Board recommended that the stockholders of the Company accept the offer by Color Up to purchase up to 900,506 of the outstanding shares of common stock of the Company and tender their shares of common stock pursuant to the Tender Offer. On November 8, 2021, Color Up, following the expiration of the Tender Offer on November 5, 2021, accepted for purchase an aggregate of 878,082 shares of common stock that had been validly tendered and not validly withdrawn pursuant to the Tender Offer at $11.75 per share, or an aggregate consideration of $10,317,468. Also on November 8, 2021, the Company and Color Up entered into a subscription agreement pursuant to which Color Up purchased the remaining 22,424 shares of common stock not tendered in the Tender Offer pursuant to the Company Backstop at $11.75 per share, or an aggregate consideration of $263,482. Stockholders’ Agreement The Company entered into a Stockholders’ Agreement with Color Up on August 25, 2021, pursuant to which, until such time as the Stockholders’ Agreement is terminated, the prior approval of one Incumbent Director and a majority of the Color Up Designated Directors shall be required for certain transactions, including without limitation, (i) any merger or sale of the Company or substantially all its assets, (ii) amendments to the Company’s Charter or bylaws, (iii) the authorization or issuance of any equity securities or any securities convertible into or exercisable for equity securities of the Company, (iv) any change in the authorized number of directors of the Board or establishment or abolition of any committee thereof; (v) any incurrence or repayment of indebtedness in an aggregate amount over a certain threshold, (vi) any declaration of dividends, (vii) any appointment or termination of any person as the chief executive officer, president or chief financial officer of the Company, (viii) any related party transactions, (ix) any amendment or waiver, or termination of certain provisions, of the Stockholders’ Agreement or (x) any amendment or waiver of the Tax Matters Agreement or the Warrant Agreement, each as described below. - 36 - The Stockholders’ Agreement also Tax Matters Agreement On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement (the “Tax Matters Agreement”), pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up (together, the “Protected Partners”) against certain adverse tax consequences in connection with (1) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, the Company agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities. Warrant Agreement On August 25, 2021, the Company entered into a Warrant Agreement (the “Warrant Agreement”), pursuant to which we issued the Warrants to purchase up to 1,702,128 of the Company’s shares of common stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to - 37 - Securities Purchase Agreement On November 2, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and among the Company, the Operating Partnership, and HS3, pursuant to which, on November 2, 2021 (the “Securities Purchase Closing Date”), the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly-issued OP Units; and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit Agreement (as defined below), and HS3 paid Under the Securities Purchase Agreement, the parties made customary representations and warranties for transactions of this type. Pursuant to the terms of the Securities Purchase Agreement, the representations and warranties made under the Securities Purchase Agreement will survive for six months after the Securities Purchase Closing Date and the Company and the Operating Partnership, on one hand, and HS3, on the other hand, will indemnify each other party and certain of their respective representatives against losses arising out of certain material breaches of, and certain third party claims related to, the Securities Purchase Agreement and the Securities Purchase Transactions. In connection with the issuance of the OP Units and the Class A Units under the Securities Purchase Agreement, the Board amended and restated the limited exception to the restrictions on ownership and transfer of common stock set forth in the Charter previously granted to Color Up, the HS3 and certain of its affiliates to allow these parties to own, directly or indirectly, in the aggregate, up to 15,200,000 shares of Company. The grant of this exception is conditioned upon the receipt of various representations and covenants set forth in the Request for Waiver of Ownership Limit, made by Color Up and HS3 to the Company, confirming, among other things, that none of HS3, Color Up, nor certain of their affiliates may own, directly or indirectly, more than 4.9% of the interests in a tenant of the Company (or subsidiary of the Company) that comprises more than three percent (3%) of the gross income of the Company as determined for purposes of Section 856(c)(2) of the Internal Revenue Code of 1986, as amended. The request also includes representations intended to confirm that the Purchaser, Color Up, and certain of their affiliates’ ownership of common stock will not cause the Company to otherwise fail to qualify as a real estate investment trust for federal income tax purposes. Registration Rights Agreement The Company terminated its existing registration rights agreement dated as of March 29, 2019, and on August 25, 2021, entered into a separate Registration Rights Agreement with Color Up (the “Registration Rights Agreement”), pursuant to which the Company granted the Holders (as defined in the Registration Rights Agreement) certain registration rights with respect to the Registrable Securities (as defined below) of the Company. Among other things, the Registration Rights Agreement requires the Company to register (i) the shares of common stock purchased pursuant to the Purchase Agreement, (ii) shares of common stock, if any, issued upon the redemption of OP Units purchased pursuant to the Purchase Agreement, (iii) shares of common stock acquired pursuant to the Tender Offer, (iv) shares of common stock issuable upon redemption of the Warrants, (v) the Warrants and (vi) 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 and OP Units (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations, stock splits or otherwise) (collectively, the “Registrable Securities”). The Holders are entitled to make a written demand for registration under the Securities Act of all or part of their Registrable Securities; provided, however, that the Company is not required to file a registration statement prior to (x) 180 days after the initial listing of the Registrable Securities on a national securities exchange or (y) the expiration of any other lock-up period imposed with respect to the Registrable Securities pursuant to the Stockholders’ Agreement. In addition, the Holders are entitled to “piggy-back” registration rights to registration statements filed by the Company. The Company will bear all of the expenses incurred in connection with the filing of any such registration statement. - 38 - On November 2, 2021, the Company entered into an amended and restated registration rights agreement with Color Up and HS3 (the “A&R Registration Rights Agreement”), pursuant to which the Company granted the Holders (as defined in the A&R Registration Rights Agreement) certain registration rights with respect to the shares of Operating Partnership Agreement On August 25, 2021, the Company entered into an Amended and Restated Agreement of Limited Partnership of the Operating Partnership to facilitate the transactions contemplated by the Purchase Agreement and to admit Color Up as a limited partner. On November 2, 2021, the Company, the Operating Partnership, Color Up and HS3 entered into a Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership to facilitate the Securities Purchase Transaction which, among other things, provided for the issuance by the Operating Partnership of Class A Units having the rights and preferences as may be set forth in a Class A Unit agreement. Class A Unit Agreement The Operating Partnership issued the Class A Units pursuant to a Class A Unit agreement (the “Class A Unit Agreement”) also dated as of the Securities Purchase Closing Date, which provides that each whole Class A Unit entitles the registered holder thereof to purchase one whole OP Unit at a price of $11.75 per share (the “Class A Unit Price”), subject to adjustment as discussed below, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or listing of the common stock of the Company on a Trading Market. The Class A Units expire five years after the date of the Class A Unit Agreement, at 5:00 PM, New York City time. The Class A Units may also be exercised on a cashless basis by surrendering Additional OP Units in lieu of payment of the aggregate Class A Unit Price at the Purchaser’s election. If the number of outstanding OP Units is increased by a dividend payable in OP Units, or by a split-up of OP Units or other similar event, or decreased by a consolidation, combination, reverse split or reclassification of OP Units or other similar event, then the number of Additional OP Units issuable on exercise of each Class A Unit shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in outstanding OP Units. Whenever the number of Additional OP Units purchasable upon the exercise of the Class A Units is adjusted, as described above, the Class A Unit Price will be adjusted (to the nearest cent) by multiplying such Class A Unit Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of OP Units redeemable upon the exercise of the Class A Units immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so redeemable immediately thereafter. The Class A Unit Agreement further provides that, in lieu of issuing fractional units, the Operating Partnership will make a cash payment equal to the Fair Market Value (as defined in the Class A Unit Agreement) of one OP Unit multiplied by such fraction. License Agreement On August 25, 2021, the Company entered into a Software License and Development Agreement (the “License Agreement”) with an affiliate of Bombe (the “Supplier”), pursuant to which the Company granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $5,000 per month. Assignment of Litigation Agreement On August 25, 2021, the Company also entered into an Assignment of Claims, Causes of Action, and Proceeds Agreement (the “Assignment of Litigation Agreement”) pursuant to which (i) the Company assigned to the Former Advisor all of the Company’s right, title, interest, and benefits, whether legal, equitable, or otherwise, in and to any and all of the claims and causes of action that the Company may have against certain parties and any amounts that may be recovered or awarded to the Former Advisor on such claims and (ii) the Former Advisor agreed to indemnify the Company against all liabilities in connection with the assignment. - 39 - Internalization Transactions and Related Agreements Prior to the Internalization (as defined below), the The Company was obligated to reimburse the On March 29, 2019, Company and the Former Advisor entered into definitive agreements to internalize the Contribution Agreement On March 29, 2019, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with the In exchange for the Contribution, the Company agreed to issue to the Former Advisor 1,600,000 shares of common stock as the Consideration. The Consideration is issuable in four equal installments. The first installment of 400,000 shares of common stock was issued on the Effective Date. The second installment of 400,000 shares of common stock was issued on December 31, 2019. The Company on December 31, 2021. In connection with the Internalization, the Company Commencing on the Effective Date and ending on the three year anniversary of the Effective Date (the Services Agreement In connection with the Contribution Agreement and the Internalization, the Company entered into a Services Agreement, dated as of March 29, 2019 (the services set forth therein. Employee Leasing Agreement In connection with the Contribution Agreement and the Internalization, the Company entered into an Employee Leasing Agreement, dated as of March 29, 2019 and effective as of the Effective Date (the “Employee Leasing Agreement”), with the Manager Entities, pursuant to which the Manager Entities will lease their employees to the Company to continue to provide services to the Company as performed by such employees immediately before the Effective Date. The term of the Employee Leasing Agreement commenced on the Effective Date and - 41 - 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, with Color Up. Termination Agreement In connection with the Contribution Agreement and Internalization, the Company, the Operating Partnership and the Former Advisor entered into a Termination Agreement, dated as of March 29, 2019 (the “Termination Agreement”), terminating each of the Management Agreements effective as of the Effective Date. Pursuant to the Termination Agreement, except as provided in the Contribution Agreement, effective as of the Effective Date, each of the Management Agreements shall be void and shall have no effect, and no party thereto shall have any liability to the other party or parties thereto or their respective affiliates, or their respective directors, 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. Family Relationships Brandon Welch, our Mr. Welch resigned as Senior Vice President, Capital Markets, effective August 25, 2021. Other Matters Two of the Company’s Cincinnati assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., d/b/a Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Company’s Chief Executive Officer, Manuel Chavez III. Mr. Chavez is neither an owner nor a beneficiary of Park Place Parking. Park Place Parking has been operating these assets for four and three years, respectively. Both assets were acquired with their management agreements in place and at the same terms under which they were operating prior to the Transaction. The Company - 42 - AVAILABILITY OF ANNUAL REPORT ON FORM 10-K The Annual Report is on file with the HOUSEHOLDING As permitted by
receive multiple copies of those documents. This practice is known as "householding." Stockholders sharing an address who received only one set of these materials may request a separate copy which will be sent promptly at no cost by contacting our As of the date of this YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES, INCLUDING YOUR PROXIES AUTHORIZED VIA THE INTERNET AND TELEPHONE, WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. WE ENCOURAGE YOU TO COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE, OR AUTHORIZE YOUR PROXY VIA THE INTERNET OR TELEPHONE, BEFORE THE MEETING, SO THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE MEETING. Stephanie Hogue Secretary Cincinnati, Ohio November 16, 2021 - 43 -
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