Exhibit 10.9


 


SECOND AMENDMENT TO PURCHASE AGREEMENT


 


This SECOND AMENDMENT TO
PURCHASE AGREEMENT (this “Amendment”) is made as of May 17, 2022, by and between HAROLD ALLEN AND BRENDA D. ALLEN,
each an individual (collectively, the “Seller”) and MHP PURSUITS LLC, a North Carolina limited liability company (the
“Buyer”), and provides as follows:


 


RECITALS


 


A. Seller
and Buyer have entered into that certain Agreement for Purchase and Sale of Real Property dated as of February 11, 2022 (the “Purchase
Agreement”), pursuant to which Seller agreed to sell to Buyer certain real property and improvements owned by Seller, located in
Clyde, North Carolina, which property is more particularly described in the Purchase Agreement (the “Property”).


 


B. The
parties desire to amend the terms of the Purchase Agreement to extend the Examination Period, 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 Purchase Agreement.


 


2. Examination
Period. The Examination (Due Diligence) Period set out in Section 1(e) of the Purchase Agreement is hereby extended until
June 15, 2022.


 


3. Effect
of Amendment; Ratification. The parties hereby acknowledge and agree that, except as provided in this Amendment, the Purchase
Agreement has not been modified, amended, canceled, terminated, released, superseded or otherwise rendered of no force or effect. The
Purchase Agreement 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 Purchase Agreement, 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
Purchase Agreement 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.


 


REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


SIGNATURE PAGE TO FOLLOW


 




     


     


    


 


SIGNATURE PAGE TO FIRST AMENDMENT TO PURCHASE
AGREEMENT


 


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


 


	 	BUYER:
	 	 
	 	MHP PURSUITS LLC,
	 	a North Carolina limited liability company
	 	 
	 	By:	 /s/ Adam Martin
	 	Name: 	 Adam Martin
	 	Its: 	Chief Investment Officer
	 	 
	 	SELLER:
	 	 
	 	HAROLD ALLEN
	 	 
	 	/s/ Harold Allen
	 	 
	 	BRENDA D. ALLEN
	 	 
	 	/s/ Brenda D. Allen