Security Agreement, dated December 24, 2020, between Gvest Homes I LLC and Camargo Investments III, LLC

Exhibit 10.9

SECURITY AGREEMENT

(Occupied Home Facility)

THIS SECURITY AGREEMENT (OCCUPIED HOME FACILITY) (this “Agreement”) is made as of December 24, 2020, by and between GVEST HOMES I LLC, a Delaware limited liability company, having its principal place of business at 136 Main Street, Pineville, North Carolina 28314 (“Borrower”), and CAMARGO INVESTMENTS III, LLC, a Delaware limited liability company, having its principal place of business at PO Box 896 Beverly Shores, Indiana 46301 (“Lender”).

W I T N E S S E T H:

WHEREAS, this Agreement is given in connection with a loan in the maximum principal sum of up to $20,000,000.00, as evidenced by that certain Loan Agreement (Occupied Home Facility), of even date herewith (the “Loan Agreement”), between Borrower and Lender. All capitalized terms used herein which are not defined herein shall have the respective meanings assigned to them in the Loan Agreement. The indebtedness of Borrower to Lender is further evidenced by the Note and the other Loan Documents.

NOW, THEREFORE, in consideration of the debt evidenced by the Loan Documents and to secure the payment of the Debt, and the performance of the covenants and agreements herein contained, by Borrower to be performed, and also in consideration of the sum of One Dollar ($1.00) in hand paid, the receipt whereof is hereby acknowledged, and other than Excluded Property (as defined below), Borrower does by these presents grant and convey unto Lender and its successors and assigns, a security interest pursuant to the UCC (as defined below) in all right, title and interest of Borrower in and to the following, whether now owned or existing or hereafter arising or acquired, regardless of where any such assets and property are located (collectively, the “Collateral”):

a. the manufactured housing units described on the attached Schedule 1, as may be amended from time to time in accordance with the provisions of the Loan Agreement (collectively, the “Homes”);

b. all Accounts, all Inventory, all Equipment, all General Intangibles, and all Investment Property as such terms are defined in the UCC, including, without limitation, all goods, accounts, investment property, general intangibles, deposit accounts, instruments, chattel paper (including tangible chattel paper and electronic chattel paper), documents, domain names, securities, money, cash, letters of credit, letter-of-credit rights, promissory notes, warrants, dividends, distributions, the commercial tort claims, if any, contracts, agreements, contract rights and other property owned by Borrower or in which Borrower has any right or interest, including those which are now or hereafter in the possession or control of Lender or in transit by mail or carrier to or in the possession of any third party acting on behalf of Lender, without regard to whether Lender received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Lender had conditionally released the same, all rights to payment from, and all claims against Lender, leases, lease contracts, lease agreements, and proceeds of a letter of credit; and

c. without limiting the description of the property or any rights or interests in the assets and property described above in this definition of Collateral, all supporting obligations; and

d. all products and cash proceeds and noncash proceeds (including all rents, revenues, issues, and profits arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any and all of the assets and property described above in this definition of Collateral or any interest therein) of any and all of the assets and property described above in this definition of Collateral, and all additions, accessions, attachments, parts, appurtenances and improvements to, replacements and substitutions of, and all supporting obligations for, guaranties of, insurance or condemnation proceeds of, and documents covering, the assets and property described above in this definition of Collateral, all sales of Accounts, all tort or other claims against third parties arising out of damage or destruction of property described above in this definition of Collateral, and all property received wholly or partly in trade or exchange for property described above in this definition of Collateral

(the security interest created by this Agreement in the Homes and other collateral described in the foregoing paragraphs a, b, c, and d (collectively, the “Collateral”) is referred to herein as the “Security Interest”).

TO HAVE AND TO HOLD the same unto Lender, its successors and assigns, for the purposes and uses herein set forth.

1. Definitions. The following terms have the meanings set forth below:

“Excluded Property” means any permit, license, lease or contractual agreement entered into by Borrower (A) that prohibits or requires the consent of any Person other than Borrower and its Affiliates (as such terms are defined in the Loan Agreement) as a condition to the creation by Borrower of a Lien (as defined in the Loan Agreement) on any right, title or interest in such permit, license, lease or contractual agreement, or (B) to the extent that any law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by (collectively, the “General Restriction Exclusions”) the UCC or any other applicable law or principles of equity

“Permitted Lien” means the Security Interest and any Lien permitted under Section 5.02(b) of the Loan Agreement.

“UCC” means the Uniform Commercial Code as adopted and in force in the State of New York, as amended, revised or replaced from time to time. In the event the meaning of any term defined in the UCC is amended after the date of this Agreement, the meaning of such term as used in this Agreement shall be that of the more encompassing of: (i) the definition contained in the UCC prior to the amendment; and (ii) the definition contained in the UCC after the amendment.

2. Representations, Warranties and Agreements. Borrower hereby represents, warrants and agrees as follows:

(a) Title. Borrower (i) has good and marketable title to each Home and all other Collateral as of the date hereof, free and clear of all Liens other than Permitted Lien and Permitted Encumbrances, (ii) will keep all Collateral now owned or hereafter acquired free and clear of all Liens other than Permitted Lien and Permitted Encumbrances, and (iii) will warrant and defend the title to each Home and every part thereof and all other Collateral against the claims of all Persons as arising by, through or under Borrower, subject only to the Permitted Lien and Permitted Encumbrances. Borrower will not sell or otherwise dispose of any Homes or any other Collateral or any interest therein without the prior written consent of Lender, except as otherwise permitted pursuant to the terms of the Loan Agreement.

(b) Legal Name; Jurisdiction; Chief Executive Office; Organizational Identification Number. Exhibit A attached hereto sets forth Borrower’s correct legal name, jurisdiction of organization, chief executive office, organizational identification number issued by its jurisdiction of organization, and federal employer identification number. Borrower has only one state of incorporation or organization. Borrower will not change its name, jurisdiction of organization or chief executive office except in accordance with the Loan Agreement.

(c) Evidences of Title. Except as otherwise set forth in the Loan Agreement, Borrower will promptly (upon receipt) deliver to Lender the original title certificates for each Home (to the extent the same are not already on the possession of Lender), together with a duly executed Power of Attorney. Borrower shall hold all such title certificates in trust for the benefit of Lender until the same are delivered to Lender (to the extent the same are not already on the possession of Lender).

3. Miscellaneous Covenants. All of the representations, warranties, covenants and terms in the Loan Agreement are incorporated herein by reference. Throughout the term of this Agreement, Borrower will not amend or terminate any financing statement naming Lender as secured party except upon written prior authorization of Lender. No Collateral may be transferred or relocated unless expressly permitted in the Loan Agreement.

4. Event of Default. An Event of Default as defined in the Loan Agreement shall constitute an “Event of Default” under this Agreement. At any time during the continuance of an Event of Default under the Loan Documents, Lender may exercise any one or more of the following rights and remedies: (a) declare all unmatured Debt to be immediately due and payable, and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) exercise and enforce any or all rights and remedies available upon default to a secured party under the UCC, including but not limited to the right to take possession of any Collateral, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which Borrower hereby expressly waives), and the right to sell, by private or public sale as permitted by the UCC, lease, license or otherwise dispose of any or all of the Collateral, and in connection therewith, Lender may require Borrower to make the Collateral available to Lender at a place to be designated by Lender which is reasonably convenient to all applicable parties, and if notice to Borrower of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in Section 5 Error! Reference source not found.) at least ten (10) calendar days prior to the date of intended disposition or other action; and (c) exercise or enforce any or all other rights or remedies available to Lender by law or agreement against the Collateral, against Borrower or against any other Person or property.

5. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section):

If to Lender:

Camargo Investments III, LLC

19 South Great Water Avenue

Beverly Shores, Indiana 46301

Attention: Adam Peterson

If to Borrower:

GVEST HOMES I LLC

See Address in preamble

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day.

6. Waiver; Cumulative Remedies. This Agreement can be waived, modified, amended, terminated or discharged, and the security interest can be released, only in accordance with the express provisions of the Loan Agreement. A waiver signed by Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Lender’s rights or remedies. To the extent permitted by law, all rights and remedies of Lender shall be cumulative and may be exercised singularly or concurrently, at Lender’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other.

7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns and shall take effect when signed by Borrower and delivered to Lender. Borrower waives notice of Lender’s acceptance hereof.

8. Severability. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby.

9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10. Miscellaneous. This Agreement may not be waived, modified, amended, terminated, released or otherwise changed except by a writing signed by Borrower and Lender.

11. Governing Law. For purposes of governing law, this Agreement has been delivered at and shall be deemed to have been made in New York, New York and this Agreement shall be governed by and construed in accordance with the provisions of Section 9.03 of the Loan Agreement.

12. Jurisdiction, Etc. Borrower irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in New York County in the State of New York or in the courts of the United States located in such state, (ii) consents to the jurisdiction of each such court in any suit, action or proceeding, (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 24 shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions.

13. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH BORROWER IS A PARTY.

14. Recording. Neither this Agreement nor any memorandum hereof shall be recorded in any real estate records.

15. Loan Agreement Controls. In the event of any conflict between the provisions of the Loan Agreement and the provisions of this Agreement, the provisions of the Loan Agreement shall govern and control.

[Signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Security Agreement to be duly executed by its duly authorized representatives, all as of the day and year first above written.

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Raymond M. Gee, the Manager of Gvest Homes I LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said company, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 21 day of December, 2020.

[Signature Page to Security Agreement]

Schedule 1

Description of Homes

Attached following this page.

Exhibit A

Borrower Identification

Ex. A