Reference
is made to the engagement letter agreement dated April 30, 2019, as
amended on September 4, 2019 (as so amended, the
“Agreement”) by
and between Manufactured Housing Properties Inc. (the
“Company”) and
Digital Offering LLC, a FINRA and SEC registered broker-dealer
(“Digital
Offering”) relating to the proposed best efforts
Regulation A offering by the Company of its securities (the
“Securities”)
which Securities may be convertible preferred stock, common stock,
convertible debt or other securities and may be in the form of
units that include warrants in each case as determined by the
Company after consultation with Digital Offering.
The
parties to the Agreement desire to amend the Agreement as
follows:
1. Amendment.
Section 2(a) of the Agreement is hereby deleted in its entirety and
the following is hereby substituted in its
stead:
“(a)
As compensation to Digital Offering for its
services hereunder, the Company agrees to pay Digital Offering,
concurrently with each closing of the Offering, a cash placement
fee (the “Placement
Fee”) equal to 7% of the
gross proceeds of the Offering.”
2. Effect
of the Amendment. Except as
amended as set forth above, the Agreement shall continue in full
force and effect.
3. Governing
Law. This Amendment shall be
governed and construed in accordance with the laws of the state of
California applicable to contracts executed and to be wholly
performed therein without giving effect to its conflicts of laws
principles or rules. The Company and Digital Offering agree that
any dispute concerning this Amendment shall be resolved exclusively
through binding arbitration before FINRA pursuant to its
arbitration rules. Arbitration will be venued in Los Angeles County
or Orange County California USA (the “Agreed Forum”). Each of the Company and Digital Offering
agree that the Agreed Forum is not an “inconvenient
forum” for proceeding hereunder, and each hereby agree to the
personal jurisdiction of the Agreed Forum and that service of
process by mail to the address for such party as set forth in this
letter (or such other address as a party hereto shall notify the
other in writing) constitute full and valid service for such
proceedings.
4. Modifications.
This Amendment may not be modified or amended except in writing
duly executed by the parties hereto.
5. Counterparts.
For the convenience of the parties,
this Amendment may be executed in any number of counterparts, each
of which shall be, and shall be deemed to be, an original
instrument, but all of which taken together shall constitute one
and the same Amendment. Such counterparts may be delivered by one
party to the other by facsimile, portable document format
(“PDF”) or other electronic transmission, and such
counterparts shall be valid for all purposes.
