Exhibit 10.39


 


MULTIFAMILY NOTE


 





	US
                                            $2,887,000.00
	September
    1, 2022


  





FOR VALUE RECEIVED,
the undersigned (“Borrower”) promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association
(“Lender”), the principal amount of TWO MILLION EIGHT HUNDRED EIGHTY-SEVEN THOUSAND AND 00/100 DOLLARS (US $2,887,000.00)
(the “Mortgage Loan”), together with interest thereon accruing at the Interest Rate on the unpaid principal balance
from the date the Mortgage Loan proceeds are disbursed until fully paid in accordance with the terms hereof and of that certain Multifamily
Loan and Security Agreement dated as of the date hereof, by and between Borrower and Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Loan Agreement”).


  


1.
Defined Terms.


 


Capitalized terms used and
not specifically defined in this Multifamily Note (this “Note”) have the meanings given to such terms in the Loan Agreement.


 


2.
Repayment.


 


Borrower agrees to pay the
principal amount of the Mortgage Loan and interest on the principal amount of the Mortgage
Loan from time to time outstanding at the Interest Rate or such other rate or rates and at the times specified in the Loan Agreement,
together with all other amounts due to Lender under the Loan Documents. The outstanding balance of the Mortgage Loan and all accrued and
unpaid interest thereon shall be due and payable on the Maturity Date, together with all other amounts due to Lender under the Loan Documents.


 


3.
Security.


 


The Mortgage Loan evidenced
by this Note, together with all other Indebtedness is secured by, among other things, the Security Instrument,
the Loan Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the
Security Instrument and the other Loan Documents are hereby made part of this Note to the same
extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the
terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.


 


4.
Acceleration.


 


In accordance with the
Loan Agreement, if an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any
accrued and unpaid interest, including interest accruing at the Default Rate, the
Prepayment Premium (if applicable), and all other amounts payable under this Note, the Loan Agreement and any other Loan Document
shall at once become due and payable, at the option of Lender, without any prior notice to Borrower, unless applicable law requires
otherwise (and in such case, after satisfactory notice has been given).


 






    	Multifamily Note – Multistate	Form 6010	Page 1
	Fannie Mae	09-20	© 2020 Fannie Mae



     


    

 


5.
Personal Liability.


 


The provisions of Article 3
(Personal Liability) of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.


 


6.
Governing Law.


 


This Note shall be governed
in accordance with the terms and provisions of Section 15.01 (Governing Law; Consent to Jurisdiction and Venue) of the Loan Agreement.


 


7.
Waivers.


 


Presentment, demand for
payment, notice of nonpayment and dishonor, protest and notice of protest, notice
of acceleration, notice of intent to demand or accelerate payment or maturity, presentment
for payment, notice of nonpayment, and grace and diligence in collecting the Indebtedness are waived by Borrower, for and on behalf of
itself, Guarantor and Key Principal, and all endorsers and guarantors of this Note and all other third party obligors or others
who may become liable for the payment of all or any part of the Indebtedness.


 


8.
Commercial Purpose.


 


Borrower represents that the
Indebtedness is being incurred by Borrower solely for the purpose of carrying on a business
or commercial enterprise or activity, and not for agricultural, personal, family or household purposes.


 


9.
Construction; Joint and Several (or Solidary, as applicable) Liability.


 


(a)
Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of this
Note.


 


(b)
If more than one Person executes this Note as Borrower, the obligations of each such Person executing this Note shall be joint
and several (solidary instead for purposes of Louisiana law).


 


10.
Notices.


 


All Notices required
or permitted to be given by Lender to Borrower pursuant to this Note shall be given in accordance with Section 15.02 (Notice) of
the Loan Agreement.


 


11.
Time is of the Essence.


 


Borrower agrees that, with
respect to each and every obligation and covenant contained in this Note, time is of the essence.


 




    	Multifamily Note – Multistate	Form 6010	Page 2
	Fannie Mae	09-20	© 2020 Fannie Mae



     


    


 


12.
 Loan Charges Savings Clause.


 


Borrower agrees to pay an
effective rate of interest equal to the sum of the Interest Rate and any additional rate of interest resulting from any other charges
of interest or in the nature of interest paid or to be paid in connection with the Mortgage Loan and any other fees or amounts to be paid
by Borrower pursuant to any of the other Loan Documents. Neither this Note, the Loan Agreement nor any of the other Loan Documents shall
be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than
the maximum interest rate permitted to be charged under applicable law. It is expressly stipulated and agreed to be the intent of Borrower
and Lender at all times to comply with all applicable laws governing the maximum rate or amount of interest payable on the Indebtedness
evidenced by this Note and the other Loan Documents. If any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower is interpreted so that any interest or other charge or amount provided for in any Loan Document, whether
considered separately or together with other charges or amounts provided for in any other Loan Document, or otherwise charged, taken,
reserved or received in connection with the Mortgage Loan, or on acceleration of the maturity of the Mortgage Loan or as a result of any
prepayment by Borrower or otherwise, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is
hereby reduced to the extent necessary to eliminate any such violation. Amounts, if any, previously paid to Lender in excess of the permitted
amounts shall be applied by Lender to reduce the unpaid principal balance of the Mortgage Loan without the payment of any prepayment premium
(or, if the Mortgage Loan has been or would thereby be paid in full, shall be refunded to Borrower), and the provisions of the Loan Agreement
and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible under the Loan Agreement and
any other Loan Documents reduced, without the necessity of the execution of any new documents, so as to comply with any applicable law,
but so as to permit the recovery of the fullest amount otherwise payable under the Loan Documents. For the purpose of determining whether
any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness
that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, and any amount
paid or agreed to be paid to Lender for the use, forbearance or detention of the Indebtedness, shall be deemed to be allocated and spread
ratably over the stated term of the Mortgage Loan. Unless otherwise required by applicable law, such allocation and spreading shall be
effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Mortgage Loan.


 


13.
WAIVER OF TRIAL BY JURY.


 


TO THE MAXIMUM EXTENT PERMITTED
BY LAW, EACH OF BORROWER AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR
THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL
BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY
IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


14.
 Receipt of Loan Documents.


 


Borrower acknowledges receipt
of a copy of each of the Loan Documents.


 


15.
Incorporation of Schedules.


 


The schedules, if any, attached
to this Note are incorporated fully into this Note by this reference and each constitutes a substantive part of this Note.


 


ATTACHED SCHEDULE.
The following Schedule is attached to this Note:


 


	☐	Schedule
1	Modifications to Note



 


[Remainder of Page Intentionally Blank]


 




    	Multifamily Note – Multistate	Form 6010	Page 3
	Fannie Mae	09-20	© 2020 Fannie Mae



     


    


 


IN WITNESS WHEREOF,
Borrower has signed and delivered this Note under seal (where applicable) or has caused this Note to be signed and delivered under seal
(where applicable) by its duly authorized representative. Where applicable law so provides, Borrower intends that this Note shall be deemed
to be signed and delivered as a sealed instrument.


 


	 	BORROWER:
	 	 	 
	 	B&D MHP LLC, a
	 	South Carolina limited liability company
	 	 	 
	 	By:	MANUFACTURED HOUSING PROPERTIES INC.,
    a
	 	 	Nevada Corporation.
	 	 	its Sole Member
	 	 	 
	 	By:	/s/ John W. Wardlaw III	 (SEAL)
	 	Name: 	John W. Wardlaw III
	 	Title:	President



 








    	Multifamily Note – Multistate	Form 6010	Page S-1
	Fannie Mae	09-20	© 2020 Fannie Mae



     


    

 


PAY TO THE ORDER OF                                                       


 


WITHOUT RECOURSE.


 


	KEYBANK NATIONAL ASSOCIATION, a	 
	national banking association	 
	 	 	 
	By:	/s/ Crystal L. Williams 	(SEAL)	 
	Name: 	Crystal L. Williams	 
	Title:	Senior Vice President	 



  






    
	Multifamily Note – Multistate	Form 6010	Page S-2
	Fannie Mae	09-20	© 2020 Fannie Mae