ADDENDUM


TO


INDEPENDENT
CONTRACTOR’S AGREEMENT


 


Effective
on September 30, 2018 (the “Effective Date”), this Addendum is attached to and forms part of the Independent Contractor’s
Agreement (the “Agreement”) between Harbor Custom Homes, Inc. (formerly known as Harbor Custom Homes, LLC) (the “Company”)
and Richard Schmidtke, CPA (the “Contractor”) as executed on August 21, 2018, (each a “Party,” and collectively
the “Parties.”)


 


RECITALS


 


WHEREAS,
the Company and Contractor are Parties to that certain Independent Contractor’s Agreement (“Agreement”) dated
August 21, 2018, pursuant to which Contractor provides certain services to Company; and


 


WHEREAS,
pursuant to Section 5 of the Agreement, the Parties have agreed upon the equity grant to be made to the Contractor.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


Equity
Grant


 


For
agreeing to serve as the Chief Financial Officer and the Secretary of the Company, Company will issue to Contractor 200,000 shares
of common stock of the Company (the “Shares”).


 


Securities
Law Representations


 


In
connection with the issuance of the Shares, Contractor represents and warrants to Company as follows:


 


(a)
Contractor 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”) and that the certificates evidencing the
Shares will include this legend:


 


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.


 


(b)
Contractor further acknowledges that the Shares cannot be sold unless registered with the United States Securities and Exchange
Commission and qualified by appropriate state securities regulators, or unless Contractor obtains written consent from Company
and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with
Rule 144).


 






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(c)
Contractor 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 Company of the size contemplated. Contractor represents
that Contractor is able to bear the economic risk of the investment and at the present time can afford a complete loss of such
investment. Contractor has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries
of Company officers and Contractors regarding the Company and its business as Contractor has deemed appropriate.


 


(d)
Contractor is an “Accredited Investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”)
or Contractor, either alone or with Contractor’s professional advisers who are unaffiliated with, have no equity interest
in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge
and experience in financial and business matters that Contractor is capable of evaluating the merits and risks of an investment
in the Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect
Contractor’s own interests in connection with Contractor’s proposed investment in the Shares.


 


(e)
Contractor is acquiring the Shares solely for Contractor’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.


 


(f)
Contractor will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully
understands and agrees that Contractor must bear the economic risk of Contractor’s purchase for an indefinite period of
time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state
and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the
Act and under the applicable securities laws of such states or unless an exemption from such registration is available.


 


All
terms not otherwise defined in this Addendum shall have the same respective meaning as set forth in the Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 



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IN
WITNESS WHEREOF, the Parties have caused this Addendum to be executed and effective on the Effective Date.


 


	Independent
Contractor 
	 
	 	 
	/s/
    Richard Schmidtke	 
	Richard
    Schmidtke, CPA	 


 


	Harbor
    Custom Homes, Inc.	 
	 	 	 
	 	/s/
    Sterling Griffin	 
	By:	Sterling
    Griffin	 
	Its:	President	 


 



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