Exhibit 10.4


 


FIRST AMENDMENT TO MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


The Membership
Interest Purchase Agreement (“MIPA”), effective October 21, 2022, is hereby amended (“First Amendment”),
by and Randy Norris Bailey, a married man; Ron-Ran Enterprises LLC, a North Carolina limited liability company, collective referred to
as “Sellers” or “Seller”; and MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”),
and provides as follows:

 


RECITALS


 


A.
Seller and Buyer have entered into that certain MIPA effective on June 24, 2022 (“MIPA”), pursuant to which Sellers
agreed to sell to Buyer certain membership interests and personal property as more particularly described in the MIPA.


 


B. The
parties hereto desire to amend the terms of the MIPA to extend the Closing Date, and to that end have entered into this
Amendment.


 


AMENDMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


1.
Capitalized Terms. Capitalized terms used herein, unless otherwise defined in this Amendment, shall have the
same meanings as those given in the MIPA.


 


2.
Closing Date. The current closing date is October 31, 2022, and the parties hereby agree to extend the Closing Date
until no later than November 14, 2022.


 


3.
Effect of Amendment; Ratification. The parties hereby acknowledge and agree that, except as provided in this Amendment,
the MIPA has not been modified, amended, canceled, terminated, released, superseded or otherwise rendered of no force or effect. The MIPA
as hereby amended is hereby ratified and confirmed by the parties hereto and every provision, covenant, condition, obligation, right,
term and power contained in and under the MIPA, as amended herein, shall continue in full force and effect, affected by this Amendment
only to the extent of the amendments and modifications set forth above, and each shall continue to be binding upon and inure to the benefit
of the successors and assigns of each party hereto. In the event of a conflict between the terms of the MIPA and this Amendment, this
Amendment shall control.


 


4.
Governing Law; Counterparts. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of North Carolina, without giving effect to any conflict or choice of law provision that would result in the imposition of another
state’s law. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Signatures transmitted via facsimile or electronic mail shall be deemed originals.





 






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REMAINDER OF PAGE LEFT INTENTIONALLY
BLANK SIGNATURE PAGE TO FOLLOW


 


SIGNATURE PAGE TO FIRST AMENDMENT
TO THE MIPA


 


IN WITNESS
WHEREOF, the parties have executed this First Amendment to the Membership Purchase Interest Agreement pursuant to due authority as
of the date first above written.


 


	SELLER:	 	 	 
	 	 	 	 
	RON-RAN ENTERPRISES 	 	 	 
	 	 	 	 
	/s/ Randy Bailey	 	10/25/22	 
	Manager	 	Date	 




 


Address:


[redacted]


 


Attn: Randy Bailey


 


SELLER:


 


	/s/ Randy Bailey	 	 
	Member	 	 
	 	 	 
	Date:	10/25/22	 	 	 


 






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	BUYER:	 	 	 
	 	 	 	 
	MHP PURSUITS LLC	 	 	 
	 	 	 	 
	By:	/s/ Adam Martin	 		 
	Title:	Chief
Investment Officer	 	Date:	10/24/22	 


 


Address:


136 Main Street


Pineville, NC 28134

 Attn: Adam Martin


 


 


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