Merger Agreement Sample Contracts

United Security Bancshares, Inc. – Stock Purchase and Affiliate Merger Agreement (April 17th, 2018)

This STOCK PURCHASE AND AFFILIATE MERGER AGREEMENT (this "Agreement") is made and entered into as of April 16, 2018, by and among (i) FIRST US BANCSHARES, INC., a Delaware corporation with its principal offices in Birmingham, Alabama ("Parent"); (ii) FIRST US BANK, an Alabama banking corporation with its principal offices in Birmingham, Alabama, and a wholly owned subsidiary of Parent ("FUSB"); (iii) THE PEOPLES BANK, a Virginia banking corporation with its principal offices in Rose Hill, Virginia ("TPB"); (iv) TRACY E. THOMPSON, a resident of the State of Tennessee, and TYLER S. THOMPSON, a resident of the State of Kentucky (together, the "Transaction Shareholders"); and (v) TRACY E. THOMPSON, in his capacity as the representative of the Transaction Shareholders (the "Shareholder Representative").

Ag Acquisition Group, Inc. – Amendment No. 5 to Merger Agreement Dated March 30, 2018 (April 5th, 2018)

This Amendment No. 5 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Atlantic Acquisition Corp. – Merger Agreement (April 3rd, 2018)

This MERGER AGREEMENT (the "Agreement"), dated as of March 27, 2018, by and among Atlantic Acquisition Corp., a Delaware corporation (the "Parent" or the "Purchaser"), HF Group Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the "Merger Sub"), HF Group Holding Corporation, a North Carolina corporation (the "Company"), the stockholders of the Company (each, a "Stockholder" and collectively the "Stockholders"), and Ni, Zhou Min, an individual, as the representative of the Stockholders (the "Stockholders' Representative").

MERGER AGREEMENT Dated as of August 24, 2017 Among Rajax Holding Rajax Merger Sub Limited Xiaodu Life Technology Ltd and Baidu (Hong Kong) Limited (March 15th, 2018)
Ag Acquisition Group, Inc. – Amendment No. 4 to Merger Agreement Dated March 8, 2018 (March 9th, 2018)

This Amendment No. 4 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Sparton Corporation – Sparton Announces Termination of Merger Agreement With Ultra (March 5th, 2018)

SCHAUMBURG, Ill.(BUSINESS WIRE)March 5, 2018Sparton Corporation (NYSE: SPA) today announced the termination by Sparton and Ultra Electronics Holdings plc of their July 7, 2017 merger agreement.

Seguin Natural Hair Products Inc. – MERGER AGREEMENT Between Seguin Natural Hair Products, Inc. And Yuengling's Ice Cream Corporation (February 28th, 2018)

Merger Agreement dated as of December 28, 2017 ("Agreement"), between Seguin Natural Hair Products Inc., a Nevada corporation ("Seguin") and Yuengling's Ice Cream Corporation, a Pennsylvania corporation ("Yuengling's").

Ag Acquisition Group, Inc. – Amendment No. 3 to Merger Agreement Dated February 23, 2018 (February 27th, 2018)

This Amendment No. 3 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Cachet Financial Solutions, Inc. – Merger Agreement (February 1st, 2018)

This Merger Agreement (this "Agreement"), dated as of the 25th day of January 2018, is entered into by and among Digiliti Money Group, Inc., a Delaware corporation ("DGLT"), Digiliti Money, Inc., a Minnesota corporation and wholly owned subsidiary of DGLT ("DMI"), Urban FT Group, Inc., a Delaware corporation ("UFTG"), and FinTech Imaging Solutions, Inc., a Delaware corporation ("FTIS"), (DGLT, DMI, FTIS, and UFTG are hereinafter jointly referred to as the "Parties" and individually, as a "Party").

Ag Acquisition Group, Inc. – Amendment No. 2 to Merger Agreement Dated January 26, 2018 (January 30th, 2018)

This Amendment No. 2 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Sports Supplement Group Inc. – Merger Agreement (January 8th, 2018)

THIS MERGER AGREEMENT ("Agreement") is made on January 25, 2017 by and between Luthor Web Development,inc., 228 Hamilton av., Palo Alto, California 94301, (the "LWD"), and Sports Supplement group,lnc. of 228 Hamilton av., Palo Alto, California 94301 , (the "SRSP").

Ag Acquisition Group, Inc. – Amendment No. 1 to Merger Agreement Dated December 30, 2017 (January 3rd, 2018)

This Amendment No. 1 to Merger Agreement (this "Amendment") is entered into as of the date first set forth above, by and between AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company") and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative").

Ignyta, Inc. – Roche and Ignyta Reach Definitive Merger Agreement (December 22nd, 2017)

Ignytas investigational medicine entrectinib, a selective CNS-active tyrosine-kinase inhibitor being developed for tumours that harbor ROS1 or NTRK fusions, to expand Roches portfolio of oncology medicines

Loton, Corp – Amendment No. 2 to Merger Agreement (December 15th, 2017)

This AMENDMENT NO. 2 TO MERGER AGREEMENT (this "Amendment"), dated as of October 30, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, in its capacity as the substitute stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

TCP International Holdings Ltd. – Merger Agreement (December 13th, 2017)

a Swiss limited liability company (Gesellschaft mit beschrankter Haftung) in formation ("MergerCo") represented by Q L Light Source Company Limited, a Hong Kong private company limited by shares ("MergerCo Incorporator")

MERGER AGREEMENT by and Among PROJECT DEEP BLUE HOLDINGS, LLC PROJECT DEEP BLUE MERGER CORP. And BARRACUDA NETWORKS, INC. Dated November 26, 2017 (November 27th, 2017)
Loton, Corp – Amendment No. 2 to Merger Agreement (November 3rd, 2017)

This AMENDMENT NO. 2 TO MERGER AGREEMENT (this "Amendment"), dated as of October 30, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, in its capacity as the substitute stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

April 27, 2017 Chief Financial Officer Level 3 Communications, Inc. RE: Offer of Employment Dear Sunit: As Discussed, We Are Very Pleased to Offer You the Opportunity to Join CenturyLinks Executive Leadership Team, Reporting to the Chief Executive Officer, Following the Completion of the Pending Acquisition of Level 3 Communications, Inc. (Level 3) by CenturyLink, Inc. (The Transaction) as Described in the Merger Agreement Between the Parties (The Merger Agreement). Your Acceptance of This Offer Will Become Effective Upon the Date You Sign Below. This Offer and Your Employment Pursuant to the (November 1st, 2017)

This letter contains important information about the terms of our offer. Please carefully review this letter, the Level 3 Communications, Inc. Key Executive Severance Plan and any other applicable plans or agreements. Also, please feel free to consult with your advisors and attorneys, and ask me any questions you may have.

Dear Jeff: As Discussed, We Are Very Pleased to Offer You the Opportunity to Join CenturyLinks Executive Leadership Team Following the Completion of the Pending Acquisition (The Transaction) of Level 3 Communications, Inc. (Level 3) by CenturyLink, Inc. (CenturyLink or the Company) as Described in the Merger Agreement Between the Parties Thereto (The Merger Agreement). This Offer and Your Employment Pursuant to the Terms of This Offer Will Be Subject To, Contingent Upon and Effective Upon the Consummation of the Transaction (The Closing). (November 1st, 2017)

This letter contains important information about the terms of our offer. Please carefully review this letter, the Level 3 Communications, Inc. Key Executive Severance Plan (the Level 3 Plan) and any other applicable plans or agreements. Also, please feel free to consult with your advisors and attorneys, and ask me any questions you may have.

Ag Acquisition Group, Inc. – Merger Agreement by and Among Ag Acquisition Group, Inc., Ag-Gt Merger Sub, Inc, Global Technology Resources, Inc. Gregory Byles, as Shareholders' Representative and the Shareholders of Global Technology Resources, Inc. (For the Limited Purposes as Set Forth Herein) Dated as of October 23, 2017 (October 31st, 2017)

This MERGER Agreement (this "Agreement"), dated as of October 23, 2017 (the "Effective Date"), is entered into by and among AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company"), Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative"), and the Shareholders, for the limited purposes as set forth herein. The Parent, Merger Sub, the Company, Shareholders' Representative and the Shareholders may be collectively referred to herein as the "Parties" and individually as a "Party.")

Ag Acquisition Group, Inc. – Merger Agreement by and Among Ag Acquisition Group, Inc., Ag-Gt Merger Sub, Inc, Global Technology Resources, Inc. Gregory Byles, as Shareholders' Representative and the Shareholders of Global Technology Resources, Inc. (For the Limited Purposes as Set Forth Herein) Dated as of October 23, 2017 (October 26th, 2017)

This MERGER Agreement (this "Agreement"), dated as of October 23, 2017 (the "Effective Date"), is entered into by and among AG Acquisition Group, Inc., a Delaware corporation (the "Parent"), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Global Technology Resources, Inc., a Colorado corporation (the "Company"), Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the "Shareholders' Representative"), and the Shareholders, for the limited purposes as set forth herein. The Parent, Merger Sub, the Company, Shareholders' Representative and the Shareholders may be collectively referred to herein as the "Parties" and individually as a "Party.")

MERGER AGREEMENT by and Among GINSBERG HOLDCO, INC. GINSBERG MERGER SUB, INC. And GIGAMON INC. Dated October 26, 2017 (October 26th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 26, 2017 by and among Ginsberg Holdco, Inc., a Delaware corporation (Newco), Ginsberg Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (Merger Sub), and Gigamon Inc., a Delaware corporation (the Company). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.

Aytu Bioscience, Inc – Merger Agreement (October 19th, 2017)

This Merger Agreement (this "Agreement"), dated as of May 3, 2017 (the "Agreement Date"), is entered into among NUELLE, INC., a Delaware corporation ("Company"), AYTU BIOSCIENCE, INC., a Delaware corporation ("Parent"), Aytu Acquisition Corporation, INC., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), AYTU HOLDINGS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent ("Second Merger Sub", and together with the Merger Sub, the "Merger Subs") and, solely in its capacity as representative of the Company Securityholders, Earl Bright (the "Representative"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article 9 hereof.

Loton, Corp – Amendment No. 1 to Merger Agreement (October 5th, 2017)

This AMENDMENT NO. 1 TO MERGER AGREEMENT (this "Amendment"), dated as of September 28, 2017, is entered into by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Columbia Capital Equity Partners V (QP), L.P., in its capacity as the stockholders' agent in connection with the transactions contemplated by the Merger Agreement (as defined below) (the "Stockholders' Agent"). Buyer, Merger Sub, the Company and the Stockholders' Agent shall collectively be referred to herein as the "Parties". Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Merger Agreement.

Aytu Bioscience, Inc – Merger Agreement (August 31st, 2017)

This Merger Agreement (this "Agreement"), dated as of May 3, 2017 (the "Agreement Date"), is entered into among NUELLE, INC., a Delaware corporation ("Company"), AYTU BIOSCIENCE, INC., a Delaware corporation ("Parent"), Aytu Acquisition Corporation, INC., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub"), AYTU HOLDINGS, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent ("Second Merger Sub", and together with the Merger Sub, the "Merger Subs") and, solely in its capacity as representative of the Company Securityholders, Earl Bright (the "Representative"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article 9 hereof.

Pacific Special Acquisition Corp. – MERGER AGREEMENT by and Among PACIFIC SPECIAL ACQUISITION CORP., as the Purchaser, ZHENGQI INTERNATIONAL HOLDING LIMITED, in the Capacity as the Purchaser Representative, PAAC MERGER SUBSIDIARY LIMITED as Merger Sub, ZHENGDONG ZOU in the Capacity as the Seller Representative, ZHENGQI INTERNATIONAL HOLDING LIMITED, as the Sponsor, and BORQS INTERNATIONAL HOLDING CORP, as the Company, Dated as of December 27, 2016 (August 24th, 2017)

This Merger Agreement (this "Agreement") is made and entered into as of December 27, 2016 by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (the "Purchaser"), (ii) PAAC Merger Subsidiary Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and a wholly-owned subsidiary of the Purchaser ("Merger Sub"), (iii) Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser other than the stockholders of the Company (as defined below) as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of this Agreement (the "Purchaser Representative"), (iv) Zhengdong Zou, in the capacity as the representative from and after the Effective Time for the stockholders o

Re: Merger Agreement - Closing Date (August 4th, 2017)

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc.), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. (the Merger Agreement). Pursuant to Section 1.3 of the Merger Agreement, the parties thereto hereby agree that the Closing Date (as defined in the Merger Agreement) shall be August 31, 2017. The parties further agree that from and after the date of this letter agreement, all of the conditions set forth in Article VII of the Merger Agreement (x) shall be deemed to have been, and shall be deemed to remain, satisfied through the Effective Time (as defined in the Merger Agreement) and (y) have no further force or effect. Each party further hereby (i) irrevocably waives any and all rights it may have to terminate the Merger Agreement and (ii) agrees that it shall not take any action

Re: Merger Agreement - Closing Date (August 4th, 2017)

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, by and among The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc.), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. (the Merger Agreement). Pursuant to Section 1.3 of the Merger Agreement, the parties thereto hereby agree that the Closing Date (as defined in the Merger Agreement) shall be August 31, 2017. The parties further agree that from and after the date of this letter agreement, all of the conditions set forth in Article VII of the Merger Agreement (x) shall be deemed to have been, and shall be deemed to remain, satisfied through the Effective Time (as defined in the Merger Agreement) and (y) have no further force or effect. Each party further hereby (i) irrevocably waives any and all rights it may have to terminate the Merger Agreement and (ii) agrees that it shall not take any action t

CB Pharma Acquisition Corp. – Merger Agreement (July 27th, 2017)

This Merger Agreement (this "Agreement") is made and entered into as of July 24, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), "OAC"), (ii) Hightimes Holding Corp., a Delaware corporation (the "Company"), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC ("Merger Sub"), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the "OAC Representative"). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a "Party" and collectively, as the "Parties."

Hartman vREIT XXI, Inc. – Hartman Short Term Income Properties XX, Inc., Hartman Income REIT, Inc. And Hartman Short Term Income Properties XIX, Inc. Announce Definitive Merger Agreement (July 24th, 2017)

(Houston, TX, July 24, 2017) - Hartman Short Term Income Properties XX, Inc., a Maryland corporation, ("Hartman XX"), Hartman Income REIT, Inc., a Maryland corporation, ("HI-REIT") and Hartman Short Term Income Properties XIX, Inc., a Texas corporation (Hartman XIX") today jointly announced that they had signed definitive merger agreements, pursuant to which: (i) Hartman XIX will merge with and into Hartman XX, with Hartman XX surviving the merger (the "Hartman XIX Merger"); (ii) HI-REIT will merge with and into Hartman XX, with Hartman XX surviving the merger (the "HI-REIT Merger," and together with the Hartman XIX Merger, the "REIT Mergers") and (iii) the Hartman Income REIT Operating Partnership LP, a Delaware limited partnership (" HI-REIT Operating Partnership") will merge and with and into Hartman XX Limited Partnership, a Texas limited partnership, with the Hartman XX Limited Partnership surviving the merger (the "Partnership Merger," and together with the REIT Mergers, the "Me

Hartman Short Term Income Properties XX, Inc. – Hartman Short Term Income Properties XX, Inc., Hartman Income REIT, Inc. And Hartman Short Term Income Properties XIX, Inc. Announce Definitive Merger Agreement (July 24th, 2017)

(Houston, TX, July 24, 2017) - Hartman Short Term Income Properties XX, Inc., a Maryland corporation, ("Hartman XX"), Hartman Income REIT, Inc., a Maryland corporation, ("HI-REIT") and Hartman Short Term Income Properties XIX, Inc., a Texas corporation (Hartman XIX") today jointly announced that they had signed definitive merger agreements, pursuant to which: (i) Hartman XIX will merge with and into Hartman XX, with Hartman XX surviving the merger (the "Hartman XIX Merger"); (ii) HI-REIT will merge with and into Hartman XX, with Hartman XX surviving the merger (the "HI-REIT Merger," and together with the Hartman XIX Merger, the "REIT Mergers") and (iii) the Hartman Income REIT Operating Partnership LP, a Delaware limited partnership (" HI-REIT Operating Partnership") will merge and with and into Hartman XX Limited Partnership, a Texas limited partnership, with the Hartman XX Limited Partnership surviving the merger (the "Partnership Merger," and together with the REIT Mergers, the "Me

Merger Agreement (June 20th, 2017)

This Merger Agreement ("Agreement") is made and entered into as of June 12, 2017 (the "Effective Date"), by and among: (i) Troika Design Group, Inc., a California corporation and each of its subsidiaries (collectively, the "Company"); (ii) Daniel Pappalardo, as sole shareholder of the Company ("Seller"); (iii) M2 nGage Group, Inc., a Nevada corporation (the "Buyer"); and (iv) Troika Acquisition Corp., a California corporation ("Merger Sub").

Rightside Group, Ltd. – Rightside and Donuts Announce Definitive Merger Agreement Donuts to Acquire Rightside for $10.60 Per Share in Cash Transaction Valued at Approximately $213 Million (June 14th, 2017)

KIRKLAND, Wash., June 14, 2017 Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc., a leading domain name registry for new domain extensions, today announced that the two companies have entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Donuts will acquire Rightside for $10.60 per share in an all-cash tender offer, for an aggregate purchase price of approximately $213MM. The purchase price represents a premium of approximately 12% percent over Rightsides average closing price for the 30-day trading period ended June 13, 2017 and a premium of approximately 22% percent over Rightsides average enterprise value (excluding cash) for such period.

MVP REIT II, Inc. – MVP REIT and MVP REIT II ANNOUNCE DEFINITIVE MERGER AGREEMENT (May 31st, 2017)

LAS VEGAS (May 30, 2017) - MVP REIT, Inc. and MVP REIT II, Inc. announced today that they have entered into a definitive merger agreement, pursuant to which MVP I will merge with and into a wholly-owned merger subsidiary of MVP II with the merger subsidiary continuing as the surviving entity. The merger agreement was negotiated on behalf of MVP I by an independent special committee of MVP I's board of directors and on behalf of MVP II by an independent special committee of MVP II's board of directors. Each of the special committees recommended approval of the merger agreement to their respective boards of directors, each of which subsequently approved entry into the merger agreement.

MVP REIT, Inc. – MVP REIT and MVP REIT II ANNOUNCE DEFINITIVE MERGER AGREEMENT (May 31st, 2017)

LAS VEGAS (May 30, 2017) - MVP REIT, Inc. and MVP REIT II, Inc. announced today that they have entered into a definitive merger agreement, pursuant to which MVP I will merge with and into a wholly-owned merger subsidiary of MVP II with the merger subsidiary continuing as the surviving entity. The merger agreement was negotiated on behalf of MVP I by an independent special committee of MVP I's board of directors and on behalf of MVP II by an independent special committee of MVP II's board of directors. Each of the special committees recommended approval of the merger agreement to their respective boards of directors, each of which subsequently approved entry into the merger agreement.