Exhibit 10.5


 


ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


THIS ASSIGNMENT OF THE MEMBERSHIP INTEREST PURCHASE
AGREEMENT (this “Assignment”), dated October 27, 2022, is made by and among MHP PURSUITS LLC, a North Carolina
limited liability company (the “Buyer” or “Assignor”), and COUNTRY ROAD MHP LLC, a North Carolina limited
liability company (the “Assignee”), and provides as follows:


 


RECITALS


 


A.
Pursuant to that certain Membership Interest Purchase Agreement dated JUNE 24, 2022 (the “MIPA”), by and among Assignor
and RANDY NORRIS BAILEY and MICHELLEE. BAILEY, Husband and Wife, (the “Sellers”), Assignor agreed to purchase One
Hundred Percent (100%) of the Sellers’ Membership Interests in MACRAL Properties, LLC, a North Carolina limited liability company,
and as more particularly described in the MIPA, a copy of which is attached hereto as Exhibit A, and by this reference
made a part hereof.


 


B. Pursuant
to Section 11.5 of the MIPA, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as more
particularly described below, Assignor’s rights and obligations pursuant to the MIPA.


 


AGREEMENT


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:


 


l. Capitalized Terms.
Capitalized terms used herein, unless otherwise defined in this Assignment, shall have the same meanings as those given in the MIPA.


 


2. Assignment.
Assignor hereby transfers, assigns and conveys to Assignee all of Assignor’s right, title and interest in and to the MIPA,
including, but not limited to, the Earnest Money associated with the transaction, and delegates to Assignee all of its duties,
obligations, and liabilities pursuant to the MIPA.


 


3.
Assumption and Acceptance. Assignee hereby accepts the assignments as aforesaid, and assumes and agrees to perform the duties,
obligations and liabilities of Assignor under the MIPA as set forth therein assumed by Assignee pursuant to this Assignment.


 


4. Entire
Agreement. This Assignment embodies the entire agreement of Assignor, and Assignee with respect to the subject matter of this
Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment.
This Assignment may be modified only by a written instrument duly executed by Assignor and Assignee.





 


5. Binding
Effect. The terms and provisions of this Assignment will inure to the benefit of, and will be binding upon, the heirs,
executors, personal representatives, successors and assigns of Assignor and Assignee.


 


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SIGNATURE PAGE TO ASSIGN1\1ENT OF PURCHASE AND SALE
AGREE1\1ENT


 


IN WITNESS WHEREOF, and intending
to be legally bound hereby, Assignor and Assignee have executed this Assignment as of the day and year first above written.


 


	 	ASSIGNOR:
	 	 
	 	MHP PURSUITS LLC,
	 	a North Carolina limited liability company
	 	 	 
	 	By:	/s/ Adam Martin
	 	Name:  	Adam Martin
	 	Its:	CIO


 


	 	ASSIGNEE:
	 	 
	 	COUNTRY ROAD MHP LLC,
	 	a North Carolina limited liability company
	 	 	 
	 	By:	Manufactured Housing Properties Inc., 

a Nevada corporation


 


	 	 	By:	/s/ Jay Wardlaw III
	 	 	Name: 	Jay Wardlaw III
	 	 	Title:	President




 






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EXHIBIT A


 


MEMBERSHIP INTEREST PURCHASE
AGREEMENT


 


[filed separately]


 


 


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