Exhibit
10.14


 


DEBT
CONVERSION AGREEMENT


 


THIS
DEBT CONVERSION AGREEMENT (“Agreement”), dated as of May 15, 2020, is by and between Harbor Custom Development, Inc.,
a Washington corporation (“Debtor”), and Olympic Views, LLC, a Washington limited liability company (“Creditor”)
(individually, a “Party”; collectively, the “Parties”).


 


RECITALS


 


WHEREAS,
Debtor is indebted to Creditor under a promissory note dated April 19, 2019 (the “Note”); and


 


WHEREAS,
Creditor is willing to accept shares of common stock of the Debtor (the “Shares”) as payment of the principal and
interest due under the Note upon the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the
Parties hereto as follows:


 


ARTICLE
1


PAYMENT
OF THE SHARES


 


1.1
Conversion of Debt. Debtor owes Creditor a total of $496,956 under the Note, consisting of a principal amount of $442,000
plus $54,956 of accrued interest (the “Obligation”), which includes all other monetary amounts owed under the Note
as of the date of this Agreement. Debtor and Creditor agree to cancel the Note and convert the Obligation into Shares at the per
Share price of Debtor’s pending initial public offering when that pricing occurs (the “Closing”). Accordingly,
upon the Closing, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and
agreements herein contained, Debtor shall issue to Creditor that certain number of Shares calculated upon the Closing to satisfy
the Note in full.


 


1.2
Instruments of Conveyance and Transfer. As soon as practicable after the Closing, Debtor shall deliver a certificate or
certificates representing the Shares to Creditor sufficient to transfer all right, title and interest in the Shares to Creditor.


 


1.3
Consideration and Payment for the Shares. In consideration for the Shares, Creditor shall deem the Note paid in full and
any security released. The Parties agree that, upon delivery of the Shares, the Note shall be deemed paid in full even if the
Obligation is not in fact the exact amount reflected in this Agreement.


 






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ARTICLE
2


REPRESENTATIONS
AND COVENANTS OF DEBTOR AND CREDITOR


 


2.1
Debtor hereby represents and warrants that:


 


(a)
Debtor shall transfer title, in and to the Shares to Creditor free and clear of all liens, security interests, pledges, encumbrances,
charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.


 


(b)
As soon as practicable after the Closing, Debtor shall deliver to Creditor a certificate representing the Shares subject to no
liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except
as set forth in the legend on the certificate, which legend shall provide as follows:


 


THE
SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.


 


(c)
Creditor acknowledges that the Shares will initially be “restricted securities” (as such term is defined in Rule 144
promulgated under the Securities Act of 1933, as amended (“Rule 144”), that the Shares will include the foregoing
restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with
the United States Securities and Exchange Commission (“SEC”) and qualified by appropriate state securities regulators,
or unless Creditor obtains written consent from Debtor and otherwise complies with an exemption from such registration and qualification
(including, without limitation, compliance with Rule 144).


 


2.2
Creditor represents and warrants to Debtor as follows:


 


(a)
Creditor has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and
is able to bear the economic risk of an investment in the Shares offered by Debtor of the size contemplated. Creditor represents
that Creditor is able to bear the economic risk of the investment and at the present time could afford a complete loss of such
investment. Creditor has had a full opportunity to inspect the books and records of the Debtor and to make any and all inquiries
of Debtor regarding the Debtor and its business as Creditor has deemed appropriate.


 


(b)
Creditor is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”)
and has sufficient knowledge and experience in financial and business matters that Creditor is capable of evaluating the merits
and risks of an investment in the Shares offered by Debtor and of making an informed investment decision with respect thereto
and has the capacity to protect Creditor’s own interests in connection with Creditor’s proposed investment in the
Shares.


 




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(c)
Creditor is acquiring the Shares solely for Creditor’s own account as principal, for investment purposes only and not with
a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial
interest in such Shares.


 


(d)
After Closing, upon the request of the Debtor, Creditor will execute any documents required to show the payment in full of this
debt.


 


ARTICLE
3


MISCELLANEOUS


 


3.1
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to
the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject
matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition,
written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied
in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with
the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise,
inducement, statement, representation, warranty, covenant or condition not so set forth.


 


3.2
Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any
of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by personal
delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent
by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:


 


	 	To
    Debtor: 	Harbor
    Custom Development, Inc.
	 	 	11505
    Burnham Drive, Suite 301
	 	 	Gig
    Harbor, WA 98332
	 	 	Attn:
    Sterling Griffin, CEO
	 	 	Email:
    sgriffin@harborcustomdev.com


 


	 	To
    Creditor:	Olympic
    Views, LLC
	 	 	11505
    Burnham Drive, Suite 301
	 	 	Gig
    Harbor, WA 98332
	 	 	Attn:
    Reed Kelley, Manager
	 	 	Email:
    [  ]


 


	 	With
    Copy To:	FitzGerald
    Yap Kreditor
	 	 	2
    Park Plaza, Suite 850
	 	 	Irvine,
    CA 92614
	 	 	Attn:
    Lynne Bolduc, Esq.
	 	 	Email:
    lbolduc@fyklaw.com


 


The
persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal
delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given
at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with
the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice
is given by electronic mail transmission in accordance with the provisions of this Section, such notice shall be conclusively
deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after
delivery, provided a confirmation is obtained by the sender.


 




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3.3
Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived,
but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any
time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall
in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party
of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification
or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.


 


3.4
Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance
with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws.


 


3.5
Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California, or a Federal
Court empanelled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration award.


 


3.6
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which shall together constitute one and the same instrument.


 






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3.7
Attorneys’ Fees. In the event any Party hereto shall commence legal proceedings against the other to enforce the
terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing
Party in any such proceeding shall be entitled to recover from the losing Party its costs of suit, including reasonable attorneys’
fees, as may be fixed by the court.


 


3.8
Expenses. Each party hereto shall bear their own expenses incurred pursuant to this Agreement except as otherwise specifically
set forth herein.


 


3.9
Conflict Waiver. Creditor hereby acknowledges that FitzGerald Yap Kreditor (“the Firm”) represents the Debtor
with various legal matters and does not represent Creditor in connection with this Agreement or the contemplated transaction nor
in any other respect. Creditor further acknowledges that the Firm has drafted this Agreement. Creditor has been given the opportunity
to consult with counsel of its choice regarding its rights under this Agreement.


 


Creditor
hereby waives any action he may have against the Firm regarding such conflict of interest.


 


3.10
Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the Party
required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and
the Party required to withhold such tax shall furnish to the Party receiving such payment all documentation necessary to prove
the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.


 


[Signatures
on the Following Page.]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth on the first page hereof.


 


	DEBTOR	 
	 	 
	Harbor
    Custom Development, Inc.	 
	 	 	 
	 	
    /s/ Sterling Griffin	 
	By:	
    Sterling Griffin	 
	Its:	CEO	 
	 	 	 
	CREDITOR	 
	 	 
	Olympic
    Views, LLC	 
	 	 	 
	 	/s/
    Reed Kelley	 
	By:	Reed
    Kelley	 
	Its:	Manager	 


 




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