Mobile Infrastructure Corp
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
BEEP$2.370.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statement Schedules
See the Index to Consolidated Financial Statements on page F-1 of this report.
(b) Exhibits
| Exhibit No. | Description of Exhibit | Form | Exhibit of Annex | Filing Date | File Number |
|---|---|---|---|---|---|
| 2.1† | Agreement and Plan of Merger, dated as of December 13, 2022, by and among FWAC, Merger Sub and Legacy MIC | 424B3 | A-1 | July 11, 2023 | 333-269231 |
| 2.2† | First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, by and among FWAC, Merger Sub and Legacy MIC | 424B3 | A-2 | July 11, 2023 | 333-269231 |
| 3.1 | Articles of Incorporation of MIC | 8-K | 3.1 | August 31, 2023 | 001-40415 |
| 3.2 | Articles of Merger (effecting the change of the name of MIC to “Mobile Infrastructure Corporation”) | 8-K | 3.2 | August 31, 2023 | 001-40415 |
| 3.3 | Bylaws of MIC | 8-K | 3.3 | August 31, 2023 | 001-40415 |
| 4.1 | Specimen Common Stock Certificate of MIC | S-4/A | 4.2 | April 11, 2023 | 333-269231 |
| 4.2 | Warrant Agreement, dated as of August 25, 2021, by and between Legacy MIC and Color Up, LLC | 8-K | 10.14 | August 31, 2023 | 000-55760 |
| 4.3 | Warrant Assumption and Amendment Agreement, dated as of August 25, 2023, by and among Legacy MIC, MIC, and Color Up, LLC | 8-K | 10.15 | August 31, 2023 | 001-40415 |
| 4.4 | Amended and Restated Warrant Agreement, dated as of August 29, 2023, by and between MIC and Color Up, LLC | 8-K | 10.16 | August 31, 2023 | 001-40415 |
| 4.6* | Description of Securities | ||||
| 10.1 | Amended and Restated Letter Agreement, dated as of May 11, 2023, by and among FWAC, its executive officers, its directors, and the Sponsor | S-4/A | 10.1 | May 11, 2023 | 333-269231 |
| 10.2 | MVP REIT II, Inc. Long-Term Incentive Plan | S-11/A | 10.3 | September 24, 2015 | 333-205893 |
| 10.3 | Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A. | 8-K | 10.1 | January 12, 2017 | 333-205893 |
| 10.4 | Loan Agreement, dated as of November 30, 2018, by and among certain subsidiaries of Legacy MIC named as borrowers party thereto and LoanCore Capital Credit REIT LLC as lender | 8-K | 10.1 | December 6, 2018 | 000-55760 |
| 10-5 | Contribution Agreement, dated as of March 29, 2019, and effective as of April 1, 2019, among Legacy MIC, MVP Realty Advisors, LLC, dba The Parking REIT Advisors, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and Michael V. Shustek | 8-K | 2.1 | April 3,2019 | 000-55760 |
| 10.6 | Services Agreement, dated as of March 29, 2019, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, dba The Parking REIT Advisors, and Michael V. Shustek | 8-K | 10.1 | April 3, 2019 | 000-55760 |
| 10.7 | First Amendment to Loan Agreement, dated as of July 9, 2020, by and among certain subsidiaries of Legacy MIC named as borrowers party thereto and LLC Warehouse V LLC as lender and successor-in-interest to LoanCore Capital Credit REIT LLC | 10-Q | 10.1 | November 16, 2020 | 000-55760 |
| 10.8 | Second Amendment to Loan Agreement, dated as of December 8, 2020, by and among certain subsidiaries of Legacy MIC as borrowers party thereto and LLC Warehouse V LLC as lender and successor-in-interest to LoanCore Capital Credit REIT LLC | 10-K | 10.15 | March 31, 2021 | 000-55760 |
| 10.9 | Third Amendment to Loan Agreement, dated as of December 8, 2021, by and among Legacy MIC as guarantor, certain subsidiaries of Legacy MIC as borrowers party thereto, and LoanCore 2021-CRE4 Issuer Ltd. as lender and successor-in-interest to LoanCore Capital Credit REIT LLC | 10-K | 10.14 | March 30, 2022 | 000-55760 |
| 10.10 | Equity Purchase and Contribution Agreement, dated as of January 8, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., Michael V. Shustek, Vestin Realty Mortgage II, Inc., Vestin Realty Mortgage I, Inc., and Color Up, LLC | 8-K | 10.1 | January 14, 2021 | 000-55760 |
| 10.11 | Tax Matters Agreement, dated as of August 25, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and each Protected Partner identified as a signatory on Schedule I thereto | 8-K | 10.1 | August 31, 2021 | 000-55760 |
| 10.12 | Stockholders Agreement, dated as of August 25, 2021, by and between Legacy MIC and the Investors identified on the signature pages thereto | 8-K | 10.2 | August 31, 2021 | 000-55760 |
| 10.13 | Assignment of Claims, Causes of Action, and Proceeds, dated as of August 25, 2021, by Legacy MIC in favor of Michael V. Shustek, MVP Realty Advisors, LLC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and their designees, successors, representatives, heirs, and assigns | 8-K | 10.3 | August 31, 2021 | 000-55760 |
| 10.14 | Software License and Development Agreement, dated as of August 25, 2021, by and between Legacy MIC and DIA Land Co., LLC | 8-K | 10.7 | August 31, 2021 | 000-55760 |
| 10.15 | First Amendment to Services Agreement, dated as of August 25, 2021, by and among Legacy MIC, MVP REIT II Operating Partnership, L.P., Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, and Michael V. Shustek | 8-K | 10.8 | August 31, 2021 | 000-55760 |
| 10.16 | First Amendment to Contribution Agreement, dated as of August 25, 2021, by and among Legacy MIC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, and Michael V. Shustek | 8-K | 10.9 | August 31, 2021 | 000-55760 |
| 10.17 | Securities Purchase Agreement, dated as of November 2, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and HSCP Strategic III, L.P. | 8-K | 10.1 | November 4, 2021 | 000-55760 |
| 10.18 | Class A Unit Agreement, dated as of November 2, 2021, by and between Mobile Infra Operating Partnership, L.P. and HSCP Strategic III, L.P. | 8-K | 10.2 | November 4, 2021 | 000-55760 |
| 10.19 | Amended and Restated Registration Rights Agreement, dated as of November 2, 2021, by and among Legacy MIC, Color Up, LLC and HSCP Strategic III, L.P. | 8-K | 10.3 | November 4, 2021 | 000-55760 |
| 10.20 | Credit Agreement, dated as of March 29, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., certain subsidiaries of Legacy MIC, as borrowers party thereto, KeyBanc Capital Markets and KeyBank, National Association, as administrative agent and lender | 8-K | 10.1 | April 1, 2022 | 000-55760 |
| 10.21 | First Amendment to Credit Agreement, dated as of November 17, 2022, by and among Mobile Infra Operating Partnership, L.P., KeyBank National Association, and the other financial institutions party thereto | 8-K | 10.1 | November 22, 2023 | 000-55760 |
| 10.22† | Waiver and Second Amendment to Credit Agreement, dated as of August 25, 2023, by and among Mobile Infra Operating Partnership, L.P., Legacy MIC, each subsidiary of Legacy MIC party thereto, KeyBank National Association, and the other financial institutions party thereto | 8-K | 10.25 | August 31, 2023 | 001-40415 |
| 10.23†* | Third Amendment to Credit Agreement, dated as of March 1, 2024, by and among Mobile Infra Operating Partnership, L.P., Legacy MIC, each subsidiary of Legacy MIC party thereto, KeyBank National Association, and the other financial institutions party thereto | 8-K | 10.1 | March 5, 2024 | 001-40415 |
| 10.24# | Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Manuel Chavez | 8-K | 10.10 | August 31, 2021 | 000-55760 |
| 10.25# | Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Stephanie Hogue | 8-K | 10.11 | August 31, 2021 | 000-55760 |
| 10.26# | First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez | 8-K | 10.1 | August 26, 2022 | 000-55760 |
| 10.27# | First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue | 8-K | 10.2 | August 26, 2022 | 000-55760 |
| 10.28# | Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez | 8-K | 10.4 | December 14, 2022 | 000-55760 |
| 10.29# | Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue | 8-K | 10.5 | December 14, 2022 | 000-55760 |
| 10.30# | Form of Performance Unit Award Agreement | 10-Q | 10.1 | August 15, 2022 | 000-55760 |
| 10.31# | Form of First Amendment to Performance Unit Agreement | S-4/A | 10.39 | April 11, 2023 | 333-269231 |
| 10.32# | Form of LTIP Unit Agreement (Director Grants) | 10-Q | 10.2 | August 15, 2022 | 000-55760 |
| 10.33# | Form of LTIP Unit Agreement (Liquidity Event) | 8-K | 10.3 | August 26, 2022 | 000-55760 |
| 10.34# | First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez | 8-K | 10.6 | December 14, 2022 | 000-55760 |
| 10.35# | First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue | 8-K | 10.7 | December 14, 2023 | 000-55760 |
| 10.36# | Form of First Amendment to LTIP Unit Agreement | S-4/A | 10.44 | April 11, 2023 | 333-269231 |
| 10.37# | Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC Performance Unit Award Agreement | S-4/A | 10.45 | April 11, 2023 | 333-269231 |
| 10.38# | Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC LTIP Unit Award Agreement | S-4/A | 10.46 | April 11, 2023 | 333-269231 |
| 10.39# | Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan | 424B3 | N | July 11, 2023 | 333-269231 |
| 10.40 | Registration Rights Agreement, dated as of August 25, 2023, by and among MIC, FWAC, the FWAC Sponsor Holders identified on Schedule A thereto, the MIC Holders identified on Scheduled B thereto, and the Preferred Holders identified on Schedule C thereto | 8-K | 10.42 | August 31, 2023 | 001-40415 |
| 10.41 | Sponsor Lock-Up Agreement, dated as of December 13, 2022, by and among the Sponsor, FWAC, and Legacy MIC | 8-K | 10.1 | December 14, 2022 | 001-40415 |
| 10.42 | Seller Lock-up Agreement, dated as of December 13, 2022, by and among FWAC, Legacy MIC, and certain security holders of Legacy MIC | 8-K | 10.2 | December 14, 2022 | 001-40415 |
| 10.43 | Second Amended and Restated Sponsor Agreement, dated as of June 15, 2023, by and among FWAC, Legacy MIC, Sponsor, and certain holders of FWAC Class B Shares | 424B3 | F | July 11, 2023 | 333-269231 |
| 10.44 | Letter Agreement, dated as of August 25, 2023, by and among FWAC, Sponsor, and Legacy MIC | 8-K | 10.46 | August 31, 2023 | 001-40415 |
| 10.45 | Form of Preferred Subscription Agreement | 424B3 | K | July 11, 2023 | 333-269231 |
| 10.46 | Support Agreement, dated as of December 13, 2022, by and between FWAC and Color Up, LLC | 8-K | 10.5 | December 14, 2022 | 001-40415 |
| 10.47 | Amended and Restated Support Agreement, dated as of March 23, 2023, by and between FWAC and HSCP Strategic III, L.P | 8-K | 10.1 | March 23, 2023 | 001-40415 |
| 10.48 | Limited Liability Company Agreement of Mobile Infra Operating Company, LLC | 8-K | 10.50 | August 31, 2023 | 001-40415 |
| 10.49 | Form of Indemnification Agreement of MIC | S-4/A | 10.60 | April 11, 2023 | 333-269231 |
| 21.1 | List of subsidiaries of MIC | 8-K | 21.1 | August 31, 2023 | 001-40415 |
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm of MIC | ||||
| 31.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 31.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 32* | Certification of Chief Executive Officer and Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. §1350 | ||||
| 97.1* | Policy for the Recovery of Erroneously Awarded Compensation | ||||
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Linkbase Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document101.DEF* | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
| * | Filed concurrently herewith. |
|---|---|
| ** | Management compensatory agreement |
| # | Indicates a management or compensatory plan |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. |
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