ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.5

ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS ASSIGNMENT OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Assignment”), dated October 27, 2022, is made by and among MHP PURSUITS LLC, a North Carolina limited liability company (the “Buyer” or “Assignor”), and COUNTRY ROAD MHP LLC, a North Carolina limited liability company (the “Assignee”), and provides as follows:

RECITALS

X. Xxxxxxxx to that certain Membership Interest Purchase Agreement dated JUNE 24, 2022 (the “MIPA”), by and among Xxxxxxxx and XXXXX XXXXXX XXXXXX and XXXXXXXXX. XXXXXX, Husband and Wife, (the “Sellers”), Assignor agreed to purchase One Hundred Percent (100%) of the Sellers’ Membership Interests in MACRAL Properties, LLC, a North Carolina limited liability company, and as more particularly described in the MIPA, a copy of which is attached hereto as Exhibit A, and by this reference made a part hereof.

B. Pursuant to Section 11.5 of the MIPA, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as more particularly described below, Assignor’s rights and obligations pursuant to the MIPA.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

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

2. Assignment. Assignor hereby transfers, assigns and conveys to Assignee all of Assignor’s right, title and interest in and to the MIPA, including, but not limited to, the Xxxxxxx Money associated with the transaction, and delegates to Assignee all of its duties, obligations, and liabilities pursuant to the MIPA.

3. Assumption and Acceptance. Assignee hereby accepts the assignments as aforesaid, and assumes and agrees to perform the duties, obligations and liabilities of Assignor under the MIPA as set forth therein assumed by Assignee pursuant to this Assignment.

4. Entire Agreement. This Assignment embodies the entire agreement of Assignor, and Assignee with respect to the subject matter of this Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This Assignment may be modified only by a written instrument duly executed by Xxxxxxxx and Assignee.

5. Binding Effect. The terms and provisions of this Assignment will inure to the benefit of, and will be binding upon, the heirs, executors, personal representatives, successors and assigns of Assignor and Assignee.

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SIGNATURE PAGE TO ASSIGN1\1ENT OF PURCHASE AND SALE AGREE1\1ENT

IN WITNESS WHEREOF, and intending to be legally bound hereby, Assignor and Assignee have executed this Assignment as of the day and year first above written.

	ASSIGNOR:
	MHP PURSUITS LLC,
	a North Carolina limited liability company
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Its:	CIO

	ASSIGNEE:
	COUNTRY ROAD MHP LLC,
	a North Carolina limited liability company
	By:	Manufactured Housing Properties Inc., a Nevada corporation

		By:	/s/ Xxx Xxxxxxx XXX
		Name:	Xxx Xxxxxxx XXX
		Title:	President

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EXHIBIT A

MEMBERSHIP INTEREST PURCHASE AGREEMENT

[filed separately]

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