MANUFACTURED HOUSING PROPERTIES INC. Item 1.01 Entry into a Material Definitive Agreement.
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The Country Road MIPA and Cooley's MIPA contain additional covenants, representations, and warranties that are customary of real estate purchase and sale agreements.
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In connection with the acquisition of the membership interests, MACRAL and
Ron-Ran entered into a loan agreement (the "Loan") with
Interest on the disbursed and unpaid principal balance accrues from the date
funds are first disbursed at a rate of 7.39% per annum, on the basis of a
360-day year and the actual number of calendar days elapsed. Payments will begin
The Note is secured by a first priority security interest in the Country Road
Property and the Cooley's Property pursuant to a deed of trust, assignment of
leases and rents, security agreement, and fixture filing pertaining to the real
property (the "Land Security Agreement"), a security agreement and assignment of
rents between Vanderbilt and
The Note and Loan contain customary financial and other covenants and events of default for real estate loans of their type.
The foregoing summary of the terms and conditions of the Country Road MIPA, Cooley's MIPA, Country Road Assignment, Cooley's Assignment, Loan, Note, Land Security Agreement, Homes Security Agreement and Ownership Assignment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements attached as exhibits hereto, which are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 with respect to the Note and Loan are incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
As previously reported, on
The Offering is being conducted on a "best efforts" basis under Regulation A of
Section 3(6) of the Securities Act of 1933, as amended (the "Securities Act"),
for Tier 2 offerings, pursuant to the Company's offering statement on Form 1-A,
originally filed with the
As previously reported, the Company has completed multiple closings of the
Offering, pursuant to which the Company sold an aggregate of 18,288 shares of
Series C Preferred Stock for total gross proceeds of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 1.1 Managing Broker Dealer Agreement, datedJune 11, 2021 , betweenManufactured Housing Properties Inc. andArete Wealth Management, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed onOctober 14, 2021 ) 3.1 Certificate of Designation of Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 2.4 to the Offering Statement on Form 1-A/A filed onMay 26, 2021 ) 10.1* Membership Interest Purchase Agreement, datedJune 24, 2022 , betweenMHP Pursuits LLC ,Randy Norris Bailey ,Michelle Bailey , andMACRAL Properties LLC 10.2* Membership Interest Purchase Agreement, datedJune 24, 2022 , betweenMHP Pursuits LLC ,Randy Norris Bailey andRon-Ran Enterprises LLC 10.3* First Amendment to Membership Interest Purchase Agreement, datedOctober 21, 2022 , betweenMHP Pursuits LLC ,Randy Norris Bailey ,Michelle E. Bailey , andMACRAL Properties LLC 10.4* First Amendment to Membership Interest Purchase Agreement, datedOctober 21, 2022 , betweenMHP Pursuits LLC ,Randy Norris Bailey andRon-Ran Enterprises LLC 10.5* Assignment of Membership Interest Purchase Agreement, datedOctober 27, 2022 , betweenMHP Pursuits LLC andCountry Road MHP LLC 10.6* Assignment of Membership Interest Purchase Agreement, datedOctober 27, 2022 , betweenMHP Pursuits LLC and Cooley'sMHP LLC 10.7* Corrected and Restated Assignment of Membership Interest Purchase Agreement, datedNovember 8, 2022 , betweenMHP Pursuits LLC andWake Forest 2MHP LLC 10.8* Loan Agreement, datedNovember 14, 2022 , betweenMACRAL Properties LLC,Ron-Ran Enterprises LLC , andVanderbilt Mortgage and Finance Inc. 10.9* Promissory Note, datedNovember 14, 2022 , betweenMACRAL Properties LLC,Ron-Ran Enterprises LLC , andVanderbilt Mortgage and Finance Inc. 10.10* Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, datedNovember 14, 2022 , betweenMACRAL Properties LLC ,Ron-Ran Enterprises LLC , andVanderbilt Mortgage and Finance Inc. 10.11* Security Agreement and Assignment of Rents, datedNovember 14, 2022 , betweenGvest Wake Forest 2Homes LLC andVanderbilt Mortgage and Finance Inc. 10.12* Assignment of Ownership Interests, datedNovember 14, 2022 , betweenWake Forest 2MHP LLC andVanderbilt Mortgage and Finance Inc. 10.13 Form of Subscription Agreement for Series C Preferred Stock Offering (incorporated by reference to Exhibit 4.1 to the Amended Offering Statement on Form 1-A/A filed onJune 11, 2021 ) 10.14 Escrow Agreement, datedJune 15, 2021 , amongManufactured Housing Properties Inc. ,Arete Wealth Management, LLC andWilmington Trust, National Association (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed onOctober 14, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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