Exhibit 10.2


 


ESCROW AGREEMENT


 


This ESCROW AGREEMENT (this “Agreement”)
dated as of this 15th day of June, 2021 by and among MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation (the “Company”),
having an address at 136 Main Street, Pineville, NC 28134; ARETE WEALTH MANAGEMENT, LLC, having an address at 1115 W. Fulton Market,
3rd Floor, Chicago, IL 60607 (the “Dealer Manager”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow
Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company and the Dealer
Manager are collectively referred to as “Parties” and individually, a “Party.”


 


WITNESSETH:


 


WHEREAS, the Company
proposes to sell a maximum of 47,000 shares of its Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, at an offering
price of $1,000 per share (the “Shares”), for an offering amount of $47,000,000 in a best efforts public offering (the
“Offering”) to investors (each, an “Investor”); and


 


WHEREAS, subject to
all conditions to closing being satisfied or waived, the closing(s) of the Offering shall take place from time to time until the earlier
of (a) the date at which the maximum amount of offered Shares has been sold, (b) the date which is one year after the Offering has been
qualified by the U.S. Securities and Exchange Commission, subject to an extension of up to an additional one year at the discretion of
the Company and the Dealer Manager, or (b) the date on which the Offering is earlier terminated by the Company in its sole discretion
(the “Termination Date”); and


 


WHEREAS, there is no
minimum offering amount, provided that the minimum initial investment per Investor is at least $10,000, and any additional purchases must
be investments of at least $5,000; provided that purchases of less than $10,000 may be made in the discretion of the Dealer Manager, and
all funds shall only be returned to the potential Investors in the event the Offering is not consummated or if the Company, in its sole
discretion, rejects all or a part of a particular potential Investor’s subscription; and


 


WHEREAS, in connection
with the Offering, the Company entered into a Managing Broker Dealer Agreement with the Dealer Manager and will enter into a Subscription
Agreement with each Investor, and certain other agreements, documents, instruments and certificates necessary to carry out the purposes
thereof (collectively, the “Transaction Documents”); and


 


WHEREAS, the Company
and the Dealer Manager desire to establish an escrow account with the Escrow Agent into which the Company and the Dealer Manager shall
instruct the Investors to deposit checks and other instruments for the payment of money made payable to the order of “WILMINGTON
TRUST, N.A. as Escrow Agent for Manufactured Housing Escrow,” and the Escrow Agent is willing to accept said checks and other instruments
for the payment of money in accordance with the terms hereinafter set forth; and


 


WHEREAS, the Company
and the Dealer Manager represent and warrant to the Escrow Agent that they have not stated to any individual or entity that the Escrow
Agent’s duties will include anything other than those duties stated in this Agreement; and


 




    


    


    


 


WHEREAS, THE COMPANY
AND THE DEALER MANAGER UNDERSTAND THAT THE ESCROW AGENT, BY ACCEPTING THE APPOINMTMENT AND DESIGNATION AS ESCROW AGENT HEREUNDER, IN NO
WAY ENDORSES THE MERITS OF THE OFFERING OF THE SECURITIES. THE COMPANY AND THE DEALER MANAGER AGREE TO NOTIFY ANY PERSON ACTING ON ITS
BEHALF THAT THE ESCROW AGENT’S POSITION AS ESCROW AGENT DOES NOT CONSTITUTE SUCH AN ENDORSEMENT, AND TO PROHIBIT SAID PERSONS FROM
THE USE OF THE ESCROW AGENT’S NAME AS AN ENDORSER OF THE OFFERING. The Company and the Dealer
Manager further agree to include with any sales literature, in which the Escrow Agent’s name appears and which is used in connection
with the Offering, a statement to the effect that the Escrow Agent in no way endorses the merits of the Offering; and


 


WHEREAS, the Company
and the Dealer Manager represent and warrant to the Escrow Agent that a copy of each document that has been delivered to the Investor
and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.


 


NOW, THEREFORE, IT IS AGREED as follows:


 


ARTICLE 1


ESCROW DEPOSIT


 


Section 1.1 Delivery of Escrow Funds.


 


(a) The
Dealer Manager and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON
TRUST, N.A. as Escrow Agent for Manufactured Housing Escrow”, or wire transfer to:


 


	
    Domestic wires:

    Wilmington Trust Company

    ABA #:

    A/C #:

    A/C Name: MHPIII Escrow

    Attn: Boris Treyger

     

     
	
    International Wires:

    M&T

    ABA:

    SWIFT:

    Beneficiary Bank: Wilmington Trust Company

    Beneficiary ABA:

    A/C #:

    A/C Name: MHPIII Escrow

     

	
    Physical checks should be sent to:

    Wilmington Trust Company

    Renate Nastasi/Boris Treyger

    1100 N. Market Street

    5th Floor

    Wilmington, DE 19890
	 


 


All such checks and wire transfers remitted to
the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or
taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification
number are not provided to Escrow Agent by the Investor, then the Dealer Manager and/or the Company agree to promptly upon request provide
the Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account
at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Manufactured Housing Escrow”
(the “Escrow Account”).


 


(b) The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 






    2


    


    

 


(c) The
Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account.
If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow
Agent shall be to return the check to the Investor and advise the Company and the Dealer Manager promptly thereof.


 


(d) All
funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at WILMINGTON TRUST, NATIONAL ASSOCIATION.


 


Section 1.2 Release of Escrow Funds.
The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a) In the
event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”),
the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.


 


(b) At each
closing of the Offering, the Company and the Dealer Manager shall provide the Escrow Agent with written instructions regarding the disbursement
of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the
Dealer Manager (the “Disbursement Instructions”).


 


(c) If by
5:00 P.M. Eastern time on the Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and
the Dealer Manager regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly
return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free
and clear of any and all claims of the Escrow Agent.


 


(d) The
Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(e) The
Dealer Manager or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should
be returned in accordance with this section.


 


(f) In the
event that the Escrow Agent makes any payment to any other party pursuant to this Agreement and for any reason such payment (or any portion
thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other
federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request
the amount so paid to it.


 






    3


    


    

 


(g) The
Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the
Escrow Funds, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction
in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process,
then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition
of any such judgment, order or process.


 


(h) Each
Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon any Disbursement Instructions delivered
to the Escrow Agent for the disbursement of Escrow Funds under this Agreement if such Disbursement Instructions are not:


 


(i) in writing,


 


(ii) signed by representatives
of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative”
of such Party), and


 


(iii) delivered
to, and able to be authenticated by, the Escrow Agent in accordance with Section 3.3 below.


 


(i) Upon
request by any Party, the Escrow Agent will set up each Party with on-line access to the account(s) established pursuant to this Agreement,
which each Party can use to view and verify transaction on such account(s).


 


(j) A Party
may specify in a written notice for the disbursement of funds whether such Escrow Funds shall be disbursed by way of wire transfer or
check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow
Funds by wire transfer.


 


Section 1.3 Disbursement Instructions
and Other Instructions.


 


(a) With
respect to any Disbursement Instructions or any other notice, direction or other instruction required to be delivered by a Party to the
Escrow Agent under this Agreement, the Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from
time to time if the Escrow Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized Representative
of such Party. The Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction is, in fact, a person
duly authorized to give instructions on behalf of a Party, other than to verify that the signature of the Authorized Representative on
any such instruction appears to be the signature of such person. Each Party acknowledges and agrees that it is fully informed of the protections
and risks associated with the various methods of transmitting instructions to the Escrow Agent, and that there may be more secure methods
of transmitting instructions other than the method selected by such Party. The Escrow Agent shall have no responsibility or liability
for any loss which may result from (i) any action taken or not taken by the Escrow Agent in good faith reliance on any such signatures
or instructions, (ii) as a result of a Party’s reliance upon or use of any particular method of delivering instructions to the Escrow
Agent, including the risk of interception of such instruction and misuse by third parties, or (iii) any officer or Authorized Representative
of a Party named in Schedule II delivered hereunder prior to actual receipt by the Escrow Agent of a more current incumbency certificate
or an updated Schedule II and a reasonable time for the Escrow Agent to act upon such updated or more current certificate or Schedule.


 






    4


    


    

 


(b) Each
Party may, at any time, update Schedule II by signing and submitting to the Escrow Agent an update of such Schedule. Any updated Schedule
shall not be effective unless the Escrow Agent countersigns a copy thereof. The Escrow Agent shall be entitled to a reasonable time to
act to implement any changes on an updated Schedule II.


 


Section 1.4 Delivery and Authentication
of Disbursement Instructions.


 


(a) Disbursement
Instructions must be delivered to Escrow Agent by one of the delivery methods set forth in Section 3.3.


 


(b) Each
Party and the Escrow Agent hereby agree that the following security procedures will be used to verify the authenticity of Disbursement
Instructions delivered by any Party to the Escrow Agent under this Agreement.


 


(c) The
Disbursement Instructions must include the name and signature of the person delivering the disbursement request to the Escrow Agent. The
Escrow Agent will check that the name and signature of the person identified on the Disbursement Instructions appears to be the same as
the name and signature of an Authorized Representative of such Party.


 


(d) The
Escrow Agent will make a telephone call to an Authorized Representative of the Party purporting to deliver the Disbursement Instructions
(which Authorized Representative may be the same as the Authorized Representative who delivered the Disbursement Instructions) at any
telephone number for such Authorized Representative as set forth on Schedule II to obtain oral confirmation of delivery of the Disbursement
Instructions. The Escrow Agent is hereby authorized to call only one of the Parties signing the Disbursement Instructions, at the number
listed in Schedule II to this Agreement.


 


(e) If the
Disbursement Instructions are sent by email to the Escrow Agent, the Escrow Agent also shall review such email address to verify that
it appears to have been sent from an email address for an Authorized Representative of one of the Parties as set forth on Schedule II,
as applicable, or from an email address for a person authorized under Schedule II to email Disbursement Instructions to the Escrow Agent
on behalf of the Authorized Representative).


 


(f) Each
Party acknowledges and agrees that given its particular circumstances, including the nature of its business, the size, type and frequency
of its instructions, transactions and files, internal procedures and systems, the alternative security procedures offered by the Escrow
Agent and the security procedures in general use by other customers and banks similarly situated, the security procedures set forth in
this Section 1.4 are a commercially reasonable method of verifying the authenticity of a payment order in any Disbursement Instructions.


 






    5


    


    

 


(g) The
Escrow Agent is authorized to execute, and each Party expressly agrees to be bound by any payment order in any Disbursement Instructions
issued in its name (and associated funds transfer) (i) that is accepted by the Escrow Agent in accordance with the security procedures
set forth in this Section 1.4, whether or not authorized by such Party and/or (ii) that is authorized by or on behalf of such Party or
for which such Party is otherwise bound under the law of agency, whether or not the security procedures set forth in this Section 1.4
were followed, and to debit the Escrow Account for the amount of the payment order. Notwithstanding anything else, the Escrow Agent shall
be deemed to have acted in good faith and without negligence, gross negligence or misconduct if the Escrow Agent is authorized to execute
the payment order under this Section 1.4. Any action taken by the Escrow Agent pursuant to this paragraph prior to the Escrow Agent’s
actual receipt and acknowledgement of a notice of revocation, cancellation or amendment of any Disbursement Instructions shall not be
affected by such notice.


 


(h) The
security procedures set forth in this Section 1.4 are intended to verify the authenticity of payment orders provided to the Escrow Agent
and are not designed to, and do not, detect errors in the transmission or content of any payment order. The Escrow Agent is not responsible
for detecting an error in the payment order, regardless of whether any of the Parties believes the error was apparent, and the Escrow
Agent is not liable for any damages arising from any failure to detect an error.


 


(i) When
instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number),
the Escrow Agent, and any other banks participating in the funds transfer, may rely solely on the unique identifier, even if it identifies
a party different than the party named. Each Party agrees to be bound by the rules of any funds transfer network used in connection with
any payment order accepted by the Escrow Agent hereunder.


 


(j) The
Escrow Agent shall not be obliged to make any payment requested under this Agreement if it is unable to validate the authenticity of the
request by the security procedures set forth in this Section 1.4. The Escrow Agent’s inability to confirm a payment order may result
in a delay or failure to act on that payment order. Notwithstanding anything else in this Agreement, the Escrow Agent shall not be required
to treat a payment order as having been received until the Escrow Agent has authenticated it pursuant to the security procedures in this
Section 1.4 and shall not be liable or responsible for any losses arising in relation to such delay or failure to act.


 






    6


    


    

 


ARTICLE 2


PROVISIONS CONCERNING THE ESCROW AGENT


 


Section 2.1 Acceptance by Escrow Agent.
The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a) The
Escrow Agent may act in reliance upon any signature reasonably believed by it to be genuine, and may assume that any person who has been
designated by the Dealer Manager or the Company to give any written instructions, notice or receipt, or make any statements in connection
with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness,
accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures
of each individual authorized to act singly on behalf of the Company and The Dealer Manager are stated in Schedule II, which is attached
hereto and made a part hereof. The Company and the Dealer Manager may each remove or add one or more of its authorized signers stated
on Schedule II by notifying the Escrow Agent in writing of such change in accordance with this Agreement, which notice shall include the
true signature for any new authorized signatories. The Escrow Agent shall be entitled to rely upon any order, judgment, opinion, or other
writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of service thereof.


 


(b) The
Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent
shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


(c) In the
event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction,
or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(d) The
Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than the Escrow
Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the
Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by
applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for
the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain
from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available
for withdrawal. The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other
document or instrument held by or delivered to it.


 


(e) The
Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations
shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement
by the Company beyond the specific terms hereof. Without limiting the foregoing, the Escrow Agent shall dispose of the Escrow Funds in
accordance with the express provisions of this Agreement, and has not reviewed and shall not make, be required to make or be liable in
any manner for its failure to make, any determination under the Transaction Documents, or any other agreement, including, without limitation,
any determination of whether (i) the Company has complied with the terms of the Transaction Documents, (ii) an investment in the Shares
is suitable for the proposed Investors, or (iii) the Transaction Documents comply with applicable securities laws.


 






    7


    


    

 


(f) No provision
of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder. The Escrow Agent is acting under this Agreement as a stakeholder only and shall be considered an independent
contractor with respect to each Party. No term or provision of this Agreement is intended to create, nor shall any such term or provision
be deemed to have created, any trust, joint venture, partnership, or debtor/creditor relationship between or among the Escrow Agent and
any of the Parties.


 


(g) In no
event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages
even if the Escrow Agent has been advised of the likelihood of such loss or damage.


 


Section 2.2 Indemnification. The
Dealer Manager and the Company agree, jointly and severally, to indemnify and hold the Escrow Agent and its employees, officers, directors
and agents harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including
but not limited to reasonable attorney’s fees) claimed against or incurred by the Escrow Agent arising out of or related, directly
or indirectly, to this Agreement unless caused by the Escrow Agent’s gross negligence or willful misconduct. The Dealer Manager
and the Company agree, jointly and severally, to pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes
relating to the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent with respect to any
amounts that it is obligated to pay in the way of such taxes. The Escrow Agent shall not incur any liability for performing or not performing
any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent,
including, without limitation, war (whether declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion,
stoppage of labor, strikes and other differences with employees; the act, failure or neglect of the parties hereto (other than the Escrow
Agent) or any of their agents; any delay, error, omission or default of any mail, courier, facsimile or wireless agency or operator; or
the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The terms of this
paragraph shall survive termination of this Agreement.


 


Section 2.3 Limitation of Liability.
THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES
ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY
RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES
OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED IF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.


 


Section 2.4 Resignation and Termination
of the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written
notice of such resignation to the Dealer Manager and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation
hereunder except to hold as depositary the Escrow Funds that it receives until the end of such 30-day period. In such event, the Escrow
Agent shall not take any action, other than receiving and depositing the Investor’s checks and wire transfers in accordance with
this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt
of such written designation signed by the Dealer Manager and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to
such successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following
the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement with
a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this paragraph, the
Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow
Funds.


 


Section 2.5 Termination. The
Company and the Dealer Manager may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon
which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination,
the Company and the Dealer Manager shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall,
upon receipt of written instructions signed by the Company and the Dealer Manager, turn over to such successor escrow agent all of the
Escrow Funds; provided, however, that if the Company and the Dealer Manager fail to appoint a successor escrow agent within
such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions
hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all
of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter
arising with respect to the Escrow Funds and under this Agreement.


 






    8


    


    

 


Section 2.6 Compensation. The
Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to compensation as stated in the schedule attached hereto
as Schedule III, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated
to reimburse the Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow
Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement
nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which
has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such
modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or
any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts
to be paid directly at any such closing. The terms of this paragraph shall survive termination of this Agreement.


 


Section 2.7 Merger or Consolidation.
Any corporation or association into which the Escrow Agent may be converted or merged, or with which
it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer
to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Agreement and shall have and succeed to
the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or
the performance of any further act.


 


Section 2.8 Attachment of Escrow Funds;
Compliance with Legal Orders. In the event that any Escrow Funds shall be attached, garnished or
levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or
decree shall be made or entered by any court order affecting the Escrow Funds, the Escrow Agent is hereby expressly authorized, in its
sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is
advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent
obeys or complies with any such writ, order or decree it shall not be liable to any Party or to any other person, firm or corporation,
should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside
or vacated.


 


Section 2.9 Force Majeure. The
Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions
of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority
or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.


 


Section 2.10 Compliance with Legal
Orders. The Escrow Agent shall be entitled to consult with legal counsel in the event that a question
or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected
in acting in accordance with the advice or opinion of such counsel.


 


Section 2.11 No Financial Obligation.
The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations
or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Escrow Agent's sole
and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole
and absolute discretion, to be satisfactory.


 






    9


    


    

 


ARTICLE 3


MISCELLANEOUS


 


Section 3.1 Successors and Assigns.
This Agreement shall be binding on and inure to the benefit of each Party and the Escrow Agent and their
respective successors and permitted assigns. No other persons shall have any rights under this Agreement. No assignment of the interest
of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Parties and
the Escrow Agent and shall require the prior written consent of the other Parties and the Escrow Agent (such consent not to be unreasonably
withheld).


 


Section 3.2 Escheat. Each
Party is aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable
state. The Escrow Agent shall have no liability to any of the Parties, their respective heirs, legal representatives, successors and assigns,
or any other party, should any or all of the Escrow Funds escheat by operation of law.


 


Section 3.3 Notices. All
notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier
service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If to The Dealer Manager:


 


Arete Wealth Management, LLC


1115 W. Fulton Market, 3rd Floor


Chicago, IL 60607


Attention: David Hock


Phone:


Email:


 


If to the Company:


 


Manufactured Housing Properties Inc.



136 Main Street


Pineville, NC 28134


Attention: Michael Z. Anise


Phone:


Email:


 


Copy:


 


Bevilacqua PLLC


1050 Connecticut Avenue, NW, Suite 500


Washington, DC 20036


Attention: Louis A. Bevilacqua


Phone:


Email:


 


If to Escrow Agent:


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


166 Mercer Street, Suite 2R


New York, New York 10012


Attention: Boris Treyger


Phone:


Email:


 






    10


    


    

 


Section 3.4 Governing Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Each Party and Escrow Agent hereby consents to the exclusive personal jurisdiction of the courts located in the State of Delaware in the
event of a dispute arising out of or under this Agreement. Each Party and Escrow Agent hereby irrevocably waives any objection to the
laying of the venue of any suit, action or proceeding and irrevocably submits to the exclusive jurisdiction of such court in such suit,
action or proceeding.


 


Section 3.5 Entire Agreement. This
Agreement and the Schedules and Exhibits attached hereto (as updated from time to time in accordance herewith) set forth the entire agreement
and understanding of the parties related to the Escrow Account.


 


Section 3.6 Amendment. This
Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by each of the Parties and
the Escrow Agent.


 


Section 3.7 Waivers. The
failure of any party to this Agreement at any time or times to require performance of any provision under this Agreement shall in no manner
affect the right at a later time to enforce the same performance. A waiver by any party to this Agreement of any such condition or breach
of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed
as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant,
representation, or warranty contained in this Agreement.


 


Section 3.8 Headings. Section
headings of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of
the terms or provisions of this Agreement.


 


Section 3.9 Counterparts. This
Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts
shall together constitute one and the same instrument.


 


Section 3.10 Waiver of Jury Trial.
EACH OF THE PARTIES HERETO AND THE ESCROW AGENT EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING
ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT.


 


Section 3.11 Form of Signature.
The Parties and the Escrow Agent agree to accept a facsimile or email PDF transmission copy of their
respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement;
provided, however, that each party who produces a facsimile or email PDF signature agrees, by the express terms hereof,
if requested by another party hereto, to place, promptly after transmission of his or her signature by fax, a true and correct original
copy of his or her signature in overnight mail to the address of the other party.


 


Section 3.12 Termination. This
Agreement will terminate upon the Termination Date.


 


Section 3.13 Anti-Terrorism/Anti-Money
Laundering Laws.


 


IMPORTANT INFORMATION ABOUT
PROCEDURES FOR OPENING A NEW ACCOUNT - To help the United States government fight the funding of terrorism or money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a new
account. What this means for the parties to this Agreement: the Escrow Agent will ask for your name, address, date of birth, and other
information that will allow the Escrow Agent to identify you (e.g., your social security number or tax identification number.)
The Escrow Agent may also ask to see your driver’s license or other identifying documents (e.g., passport, evidence of formation
of corporation, limited liability company, limited partnership, etc., certificate of good standing.)


 


Each Party to this Agreement
hereby agrees to provide the Escrow Agent, prior to the establishment of the Escrow Account, with the information identified above pertaining
to it by completing the form attached as Exhibit B and returning it to the Escrow Agent. Exhibit B includes one form for individuals and
another form for entities.


 


[The balance of this page intentionally left
blank – signature page follows]


 




    11


    


    


 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the date first set forth above.


 


	MANUFACTURED HOUSING 		ARETE WEALTH MANAGEMENT, LLC
	PROPERTIES INC.	 	 
	 	 	 
	By:	/s/
    Michael Z. Anise	 	By:	/s/
    David Hock
	Name:	Michael Z. Anise	 	Name:	David Hock
	Title:	President	 	Title:	CFO






 


	WILMINGTON TRUST, NATIONAL ASSOCIATION	 
	 	 	 
	By:	/s/ Boris Treyger	 
	Name:	Boris Treyger	 
	Title: 	Vice President	 



 




    12


    


    


 


Schedule III


 


Fees of Escrow Agent


 


	Acceptance Fee:	            Waived


 


Initial Fees as they relate to Wilmington Trust acting in the capacity
of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s)
and accounting records; and coordination of receipt of Escrow Information for deposit to the Escrow Account(s). Acceptance Fee payable
at time of Escrow Agreement execution.


 


	
    

    

    Escrow Agent Administration Fee:

    
	$6,000


 


For ordinary administrative services by Escrow Agent – includes
daily routine account management; monitoring claim notices pursuant to the agreement; and disbursement of Escrow Information in accordance
with the agreement.


 


Wilmington Trust’s bid is based on the following assumptions:


 


		●	Number of Escrow Accounts to be established: 1



 


		●	Est. Term: Under 12 months



 


		●	Escrow funds remain un-invested



 


Out-of-Pocket Expenses: Billed At Cost


 




    13


    


    


 


Exhibit A


 


FORM OF ESCROW DISBURSEMENT INSTRUCTIONS



AND RELEASE NOTICE


 


 


Date:


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


166 Mercer Street, Suite 2R


New York, NY 10012


Attention: Boris Treyger


 


Dear Mr./Ms _______:


 


In accordance with the terms of paragraph 1.2(b)
of an Escrow Agreement dated as of _______, 2021 (the “Escrow Agreement”), by and between MANUFACTURED HOUSING PROPERTIES
INC. (the “Company”), ARETE WEALTH MANAGEMENT, LLC (the “Dealer Manager”) and WILMINGTON TRUST, NATIONAL ASSOCIATION
(the “Escrow Agent”), the Company and the Dealer Manager hereby direct the Escrow Agent to distribute all of the Escrow Funds
(as defined in the Escrow Agreement) in accordance with the following wire instructions:


 


	________________________:	 	$ _____________	 
	 	 	 	 
	________________________:	 	$  _____________	 
	 	 	 	 
	________________________:	 	$  _____________	 



 


Very truly yours,


 


Manufactured Housing Properties Inc.


 


	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	Arete Wealth Management, LLC	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 



 


 


14