Exhibit
10.14


 


MOBILE
INFRASTRUCTURE TRUST


250
E. 5th Street, Suite 2110


Cincinnati,
Ohio 45202


 





 


 


 


 


March
7, 2022


 


Mobile
Infrastructure Corporation


250
E. 5th Street, Suite 2110


Cincinnati,
Ohio 45202


 


MVP
REIT II Operating Partnership, LP


250
E. 5th Street, Suite 2110


Cincinnati,
Ohio 45202


 


Ladies
and Gentlemen:


 


In
connection with the formation of Mobile Infrastructure Trust (“MIT”), its contemplated initial public offering of common
shares (“IPO”), and the contemplated merger of Mobile Infrastructure Corporation with and into MIT (the “Merger”),
each of MVP REIT II Operating Partnership, LP (“OP”), Mobile Infrastructure Corporation (together with OP, “MIC”),
and MIT agree to the conditions, obligations, and covenants as set forth in this Letter Agreement. Terms not otherwise defined in this
letter agreement (this “Letter Agreement”) shall have the respective meanings currently ascribed to them in the Second Amended
and Restated Agreement of Limited Partnership of OP (as in effect from time to time, the “OP Agreement”).


 


1.       Expenditures.
(a) Acknowledging that the economic benefits of the IPO and the Merger inure to the benefit of MIC, MIC (giving due accord to
Section 7.4B(iv) of the OP Agreement) shall be allocated, shall bear, and (where practicable) shall pay directly all of the initial
organizational costs and expenditures of MIT’s formation as well as the fees and expenses of the IPO and the Merger (excluding
customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds on the funds
flow statement of an initial public offering at settlement), which costs, fees, expenses, and other expenditures include, without
limitation, all legal and other advisor fees, the costs and expenditures incurred in connection with the IPO that are not
customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement, and the fees,
costs and expenditures of forming and initially organizing MIT as a Maryland real estate investment trust. All such costs, fees,
expenses, and other expenditures shall be directly paid by MIC as much as practicable, and any non-cash expenditures (excluding
customary underwriting spreads and other expenses customarily deducted from gross proceeds on the funds flow statement of an initial
public offering at settlement) shall be handled by the parties, as much as practicable, in a manner substantially similar to cash
expenditures.



    	 		 



     


    

Mobile
Infrastructure Corporation

MVP REIT II Operating Partnership, LP

March 7, 2022

Page 2





(b)
With respect to customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds
on the funds flow statement of an initial public offering at settlement, the parties intend that the merger agreement (and ancillary
agreements) governing the Merger and the subsequent integration of MIC and MIT shall follow the principles of Section 4.3E of the OP
Agreement (last two sentences) and accordingly that, following the Merger, OP shall issue to MIT additional Common Units (adjusted appropriately
for any change in the Adjustment Factor prior to the Merger) equal to the number of MIT common shares issued in the IPO, in exchange
for MIT’s net offering proceeds from the IPO (i.e., net of customary underwriting discounts and commissions and other fees and
expenses customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement).


(c)
Any assets created or acquired in exchange for the cash and non-cash expenditures that are allocated to and borne by MIC pursuant to
this Letter Agreement (excluding, for the avoidance of doubt, (i) any cash contributed (or deemed to be contributed) by the sole owner
of MIT prior to the Merger and (ii) the gross proceeds/cash received by MIT in the IPO, the “Assets”) shall belong to MIC.


2.       Tax
Reporting. MIC and MIT intend that all costs, fees, expenses, and other expenditures allocated and borne by MIC are MIC’s own
costs, fees, expenses, and expenditures, and none of them are reimbursements to MIT (and thus MIC’s payment of the same will not
result in gross income under Section 61 of the Code to MIT (or the regarded owner of MIT for any period that MIT is treated as a disregarded
entity pursuant to Regulations § 301.7701-3)). MIC and MIT further intend that any Assets shall belong to MIC, and to the extent
legal title in the same vests in MIT such ownership shall be treated as that of a nominee for the benefit of MIC. Accordingly, unless
otherwise required by a court order from which no appeal remains available, the parties will perform their federal (and comparable state
and local) tax reporting in accordance with the foregoing and cause their respective affiliates to do the same.


3.       Severability.
If any provision or provisions of this Letter Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever,
the validity, legality, and enforceability of the remaining provisions of this Letter Agreement shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by applicable law, and such provision or provisions shall be deemed
reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto.


4.       Modification
and Waiver. No supplement, modification, or amendment to this Letter Agreement shall be binding unless executed in writing by the
parties hereto.



    	 		 



     


    

Mobile
Infrastructure Corporation

MVP REIT II Operating Partnership, LP

March 7, 2022

Page 3 


5.       Counterparts.
This Letter Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Letter Agreement by .pdf
or facsimile shall be equally as effective as delivery of an original executed counterpart of this Letter Agreement.


6.       Governing
Law. This Letter Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Maryland,
without regard to the principles of conflicts of law.


Please
indicate your acceptance of and agreement with the terms of this Letter Agreement by signing below.


Very
truly yours


Mobile
Infrastructure Trust


 


 


By:
/s/ Stephanie Hogue                   

Name: Stephanie Hogue

Title: President, Treasurer & Secretary


 


Accepted
and Agreed:


MOBILE
INFRASTRUCTURE CORPORATION,


On
behalf of itself and as a general partner of

MVP REIT II Operating Partnership, LP


 


 


By:
/s/ Stephanie Hogue                    

Name: Stephanie Hogue

Title: President, Interim Chief Financial Officer & Secretary