Exhibit
10.12


 


BUSINESS
LOAN AGREEMENT


 


 


	Borrower:	Red Fox MHP
    LLC	Lender:	Charlotte
                                            Metro Federal Credit Union

                                                

	 	136 Main Street	 	718 Central Avenue
	 	Pineville, NC 28134	 	Charlotte, NC 28204



 





 



 


THIS
BUSINESS LOAN AGREEMENT dated July 29, 2022, is made and executed between Red Fox MHP LLC (“Borrower”) and Charlotte Metro
Federal Credit Union (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from
Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending
any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement;
(B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and
discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM.
This Agreement shall be effective as of July 29, 2022, and shall
continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including
principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree
in writing to terminate this Agreement.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of
the conditions set forth in this Agreement and in the Related Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents
for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements
and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6)
together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s
counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance
satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender
or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth in this
Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.


 


No
Event of Default. There shall not exist at the time of any Advance
a condition which would constitute an Event of Default under this Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of
the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification
of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a limited liability company which is, and at all times
shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of North Carolina. Borrower
is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall
be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business
in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 136 Main Street, Pineville, NC 28134.
Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records
including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s
state of organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full
force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings
required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete
list of all assumed business names under which Borrower does business: None.






     


     


    

 


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    LOAN AGREEMENT	 
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Authorization.
Borrower’s execution, delivery, and performance of this Agreement
and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation
of, or constitute a default under (1) any provision of (a) Borrower’s articles of organization or membership agreements, or (b)
any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to
Borrower or to Borrower’s properties.


 


Financial
Information. Each of Borrower’s financial statements supplied
to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement, and there has been no
material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied
to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement
Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable
against Borrower in accordance with their respective terms.


 


Properties.
Except as contemplated by this Agreement or as previously disclosed
in Borrower’s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes
not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security
Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties
are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at least
the last five (5) years.




 


Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing,
Borrower represents and warrants that: (1) During the period of Borrower’s ownership of the Collateral, there has been no use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under,
about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation
of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened
litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other
authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance
on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state,
and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its
agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the
Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other
person. The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral
for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity
or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend,
and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of
this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the
termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest in
any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding
or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which
may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if
any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s
tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges
have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business
and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing,
Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on
or affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Note, that would be prior or
that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral.


 






     


     


    

 


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    LOAN AGREEMENT	 
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Binding
Effect. This Agreement, the Note, all Security Agreements (if any),
and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are
legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1)
all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations,
administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition
of Borrower or the financial condition of any Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP, applied
on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Annual
Statements. As soon as available, but in no event later than sixty
(60) days after the end of each fiscal year, Borrower’s balance sheet and income statement for the year ended, prepared by Borrower.


 


Tax
Returns. As soon as available, but in no event later than sixty (60)
days after the applicable filing date for the tax reporting period ended, Borrower’s Federal and other governmental tax returns,
prepared by a tax professional satisfactory to Lender.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis,
and certified by Borrower as being true and correct.


 


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance,
and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts, coverages
and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies
or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished
without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection
with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender
with such lender’s loss payable or other endorsements as Lender may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each
existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1)
the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property
values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of
the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory
to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be
paid by Borrower.


 


Guaranties.
Prior to disbursement of any Loan proceeds, furnish executed guaranties
of the Loans in favor of Lender, executed by the guarantors named below, on Lender’s forms, and in the amounts and under the conditions
set forth in those guaranties.


 


	Names
  of Guarantors	Amounts 





	Manufactured Housing Properties, Inc.	Unlimited

                                  

	Raymond M. Gee	Unlimited



 


Other
Agreements. Comply with all terms and conditions of all other agreements,
whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection
with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business
operations, unless specifically consented to the contrary by Lender in writing.


 






     


     


    

 


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    LOAN AGREEMENT	 
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Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness
and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature,
imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims
that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however, Borrower
will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same
shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate
reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions,
and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and
Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially the
same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change
in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.


 


Environmental
Studies. Promptly conduct and complete, at Borrower’s expense,
all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any
substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or
local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances,
and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s properties,
businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities
Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion,
Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Lender’s interest.


 


Inspection.
Permit employees or agents of Lender at any reasonable time to inspect
any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s books, accounts,
and records and to make copies and memoranda of Borrower’s books, accounts, and records. If Borrower now or at any time hereafter
maintains any records (including without limitation computer generated records and computer software programs for the generation of such
records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to
such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with
any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s
part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result
to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the
appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days
after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency
or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental
activity whether or not there is damage to the environment and/or other natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory notes,
mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender
or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any
Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required
to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated
to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests,
encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving
any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under
the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness
and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining
term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity.


 






     


     


    

 


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    LOAN AGREEMENT	 
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NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course
of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including
capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s
assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts receivable, except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially
different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge or restructure as a legal entity
(whether by division or otherwise), consolidate with or acquire any other entity, change its name, convert to another type of entity
or redomesticate, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) make any distribution with
respect to any capital account, whether by reduction of capital or otherwise.


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money
or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity,
or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would be
violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.


 


CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse
Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any
other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s
financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender;
or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.


 






     


     


    

 


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    LOAN AGREEMENT	 
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STATUTORY
LIEN. Borrower agrees that all loan advances under this Agreement are secured by all shares and deposits in all joint and individual
accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply
the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and
deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if
given as security are not subject to the security interest Borrower has given in Borrower’s shares and deposits.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or
becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower,
or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its
rights and remedies.


 






     


     


    




 


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    LOAN AGREEMENT	 
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MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 


Arbitration.
Borrower and Lender agree that all disputes, claims and controversies between them whether individual,
joint, or class in nature, arising from this Agreement or otherwise, including without limitation
contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association
in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute
a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive
relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment
or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with
or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform,
or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have
the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered
in any court having jurisdiction. Nothing in this Agreement
shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel,
waiver, laches, and similar doctrines which would otherwise be applicable in an action brought
by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction,
interpretation, and enforcement of this arbitration provision.


 


Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable
attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire
or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses
include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed
by the court.




 


Caption
Headings. Caption headings in this Agreement are for convenience purposes
only and are not to be used to interpret or define the provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender’s
sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related
or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers,
any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives
any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation
interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any
such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted
under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights
of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and
unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the
failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation
interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of North Carolina without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the
State of North Carolina.


 


Choice
of Venue. If there is a lawsuit, Borrower agrees upon Lender’s
request to submit to the jurisdiction of the courts of Mecklenburg County, State of North Carolina.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising
any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice
or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this
Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall
constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted
or withheld in the sole discretion of Lender.


 






     


     


    

 


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    LOAN AGREEMENT	 
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Notices.
Any notice required to be given under this Agreement shall be given
in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),
when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class,
certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change
its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the
notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s
current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any
Borrower is deemed to be notice given to all Borrowers.


 


Severability.
If a court of competent jurisdiction finds any provision of this
Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal,
invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it
becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement.
Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect
the legality, validity or enforceability of any other provision of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions
of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word “Borrower”
as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under
no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s
subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower
contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit
of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement
or any interest therein, without the prior written consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees
that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in
any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees
that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the
Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until
such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided
above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


DEFINITIONS.
The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts
in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall
include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed
to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds
made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions
of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement,
as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this
Business Loan Agreement from time to time.


 


Borrower.
The word “Borrower” means Red Fox MHP LLC and includes
all co-signers and co-makers signing the Note and all their successors and assigns.


 


Collateral.
The word “Collateral” means all property and assets granted
as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or
in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge,
crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust
receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or
lien interest whatsoever, whether created by law, contract, or otherwise.


 


Environmental
Laws. The words “Environmental Laws” mean any and all
state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including
without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601,
et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”),
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.


 






     


     


    




 


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    LOAN AGREEMENT	 
	 	(Continued)	Page
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Event
of Default. The words “Event of Default” mean any of the
events of default set forth in this Agreement in the default section of this Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


Grantor.
The word “Grantor” means each and all of the persons
or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security
Interest.


 


Guarantor.
The word “Guarantor” means any guarantor, surety, or
accommodation party of any or all of the Loan.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor
to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials
that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential
hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or
otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation
any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous
Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word “Indebtedness” means the indebtedness evidenced
by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for
which Borrower is responsible under this Agreement or under any of the Related Documents.


 


Lender.
The word “Lender” means Charlotte Metro Federal Credit
Union, its successors and assigns.


 


Loan.
The word “Loan” means any and all loans and financial
accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans
and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.


 


Note.
The word “Note” means the Note dated July 29, 2022 and
executed by Red Fox MHP LLC in the principal amount of $2,250,000.00, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the note or credit agreement.


 


Permitted
Liens. The words “Permitted Liens” mean (1) liens and
security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not
yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising
in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money
security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding
on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”;
(5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing;
and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect
to the net value of Borrower’s assets.


 


Related
Documents. The words “Related Documents” mean all promissory
notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection
with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and include
without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract,
or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security
Interest. The words “Security Interest” mean, without
limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage,
deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s
lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.


 






     


     


    




 


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    LOAN AGREEMENT	 
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BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED JULY 29, 2022.


 


BORROWER:


 


RED
FOX MHP LLC


 


MANUFACTURED
HOUSING PROPERTIES, INC., Member of Red Fox MHP LLC


 


	By:	/s/
    Jay Wardlaw III	 
	 	Jay Wardlaw, Ill, President of Manufactured Housing
    Properties, Inc.	 



 






     


     


    




 


	 	BUSINESS
    LOAN AGREEMENT	 
	 	(Continued)	Page
    11









 


LENDER:


 


CHARLOTTE
METRO FEDERAL CREDIT UNION 


 


	By:	/s/
    Deane True	 
	 	Authorized
    Signer	 



 


LaserPro,
Ver. 22.1.0.044 Copr. Finastra USA Corporation 1997, 2022. All Rights Reserved. - NC L:ICFI\LPL\C40.FC TR-4433 PR-58