Reference is made
to the engagement letter agreement dated April 30, 2019 (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. In addition, on
the date of each closing of the Offering, the Company will issue to
Digital Offering a five-year placement agent warrant (the
“Agent Warrant”)
for the purchase a number of Securities that is equal to the
quotient of (i) five percent (5%) of the of the dollar amount of
Securities sold at such closing divided by the price per share paid
by investors for Securities sold at such closing, unless the
Securities sold in the Offering are not priced, in which case, such
amount would be divided by $2.50, which represents the conversion
price per share
of preferred stock sold by the Company in its last financing. The
Agent Warrant will have an exercise price equal to $2.50, which is
the conversion price per share of preferred stock sold by the
Company in its last financing transaction. The Agent Warrant will
contain customary terms and conditions, including without
limitation, provisions for cashless exercise and the Agent Warrant
will be registered under the offering statement for the Offering.
Digital Offering understands and agrees that there are significant
restrictions pursuant to Financial Industry Regulatory Authority,
or FINRA Rule 5110 against transferring the Agent Warrant and the
underlying Securities during the one hundred eighty (180) days
after the qualification date of the offering statement for the
Offering and by its acceptance thereof shall agree that it will not
sell, transfer, assign, pledge or hypothecate the Agent Warrant, or
any portion thereof, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the
effective economic disposition of such securities for a period of
one hundred eighty (180) days following the qualification date of
the offering statement for the Offering to anyone other than (i) an
underwriter or selected dealer in connection with the Offering
or
(ii) a
bona fide officer or partner of Digital Offering or of any
underwriter or selected dealer; and only if any such transferee
agrees to the foregoing lock-up restrictions. ”
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.
We look
forward to working with you toward the successful conclusion of
this engagement and developing a long-term relationship with the
Company.
Very
truly yours,
DIGITAL
OFFERING LLC
By: /s/ Gordon
McBean
Name: GORDON MCBEAN
Title:
CEO
Agreed
to and accepted as of the date first above written
