Form 8-K

8-K — FORUM MARKETS Inc

Accession: 0001213900-26-035601

Filed: 2026-03-27

Period: 2026-03-23

CIK: 0001690080

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — ea0283755-8k_forum.htm (Primary)

EX-10.1 — MASTER LOAN PURCHASE AGREEMENT, EFFECTIVE AS OF MARCH 23, 2026, BY AND BETWEEN ETHZILLA MODULAR MORTGAGE LLC AND ZIPPY LOANS, LLC (ea028375501ex10-1.htm)

EX-10.2 — PURCHASE COMMITMENT, EFFECTIVE AS OF MARCH 23, 2026, BY AND BETWEEN ZIPPY LOANS, LLC AND ETHZILLA MODULAR MORTGAGE LLC (ea028375501ex10-2.htm)

EX-10.3 — MASTER LOAN SERVICING AGREEMENT, DATED AS OF MARCH 23, 2026, BY AND BETWEEN ZIPPY LOANS, LLC AND ETHZILLA MODULAR MORTGAGE LLC (ea028375501ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0283755-8k_forum.htm · Sequence: 1

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0001690080

2026-03-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 23, 2026

Forum Markets, Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-38105

90-1890354

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2875

South Ocean Blvd, Suite

200

Palm

Beach,

33480

(Address of Principal Executive Offices)

(Zip Code)

(650) 507-0669

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

FRMM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into

a Material Definitive Agreement.

March 23, 2026, Forum Markets, Incorporated (the “Company”), through its wholly-owned subsidiary ETHZilla Modular Mortgage

LLC, a Florida limited liability company (“EMM”), entered into a Master Loan Purchase Agreement (the “MLPA”) and

a Master Loan Servicing Agreement (the “MLSA”)

with Zippy Loans, LLC, a Delaware limited liability company (“Zippy Loans”).

previously disclosed in the Company’s Current Report on Form 8-K filed on January 30, 2026, EMM completed a one-time purchase of

95 manufactured home chattel loans from Zippy Manufactured Home Credit Fund I L.P. The MLPA and MLSA described herein establish a revolving

forward-flow loan purchase program.

Pursuant

to the MLPA, EMM has, subject to conditions precedent, committed to purchase on an ongoing revolving basis as those loans are originated,

manufactured home chattel loan receivables originated by Zippy Loans (the “Loans”), together with the related security

interests in the manufactured homes securing such Loans, up to an aggregate commitment amount of $150,000,000 over a five-year term. Loans

will be purchased at a price equal to a fixed percentage of the outstanding principal balance of each Loan as of the applicable purchase

cut-off date, as set forth in the MLPA. Each Loan purchased under the MLPA must satisfy minimum eligibility criteria relating to, among

other things, FICO score, loan-to-value ratio, loan size, loan term and geographic concentration.

The

MLPA includes, among other things, representations and warranties of Zippy Loans with respect to each Loan sold thereunder, repurchase

obligations of Zippy Loans upon the occurrence of certain repurchase events, eligibility criteria governing Loans eligible for purchase,

and customary indemnification and confidentiality provisions. The MLPA has an initial term of five years from the Effective Date, subject

to earlier termination in accordance with its terms.

Concurrently

with the execution of the MLPA, EMM and Zippy Loans entered into the first Purchase Commitment under the MLPA (the “Purchase

Commitment”), covering the period from March 23, 2026 through June 30, 2026, with a commitment amount of up to $15,000,000.

On March 23, 2026, FRMM acquired 31 manufactured home chattel loans (the “Initial Loans”), together with the related

security interests in the manufactured homes securing the Initial Loans, for a total purchase price of $1,436,710.67. The acquisition

was funded with cash on hand.

Pursuant

to the MLSA, Zippy Loans will service the Loans purchased by EMM under the MLPA in accordance with accepted servicing practices for manufactured

home chattel loans as set forth in the MLSA. The servicing fee payable to Zippy Loans is calculated on a per annum basis as a percentage

of the aggregate outstanding loan balance of the serviced Loans, tiered by FICO score, and is subject to a minimum monthly servicing fee.

Zippy Loans is required to deposit all collections into a segregated servicing account and remit such collections (net of servicing fees

and reimbursable expenses) to EMM on each monthly payment date. The MLSA provides for customary servicer events of default and, upon the

occurrence of a servicer event of default, EMM has the right to terminate the servicing arrangement and transfer servicing to a successor

servicer. The MLSA remains in effect until all Loans have been paid in full, discharged or otherwise liquidated, subject to earlier termination

in accordance with its terms.

discussed in greater detail in the Current Report on Form 8-K filed by the Company on December 10, 2025, on December 9, 2025, the Company

holds approximately 15% of the fully-diluted ownership of Zippy, Inc., a Delaware corporation, which is the parent company and sole owner

of Zippy Loans.

The

foregoing description of the MLPA, Purchase Commitment and MLSA does not purport to be complete

and is subject to, and qualified in its entirety by reference to, the full text of the MLPA, Purchase

Commitment and MLSA, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and

are incorporated in this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition

of Assets.

The

Initial Loans were acquired on March 23, 2026, as discussed in greater

detail in Item 1.01 above, which information and disclosures are incorporated by reference into this Item 2.01 in their entirety, to the

extent required by Item 2.01 of Form 8-K.

The

Company has determined that the acquisition of the Initial Loans constitutes an acquisition of assets, rather than a business, for purposes

of Item 2.01 of Form 8-K, and has accordingly determined that no financial statements or pro forma financial information are required

to be filed under Item 9.01 of Form 8-K in connection with the transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit

10.1£#

Master Loan Purchase Agreement, effective as of March 23, 2026, by and between ETHZilla Modular Mortgage LLC and Zippy Loans, LLC.

10.2£

Purchase Commitment, effective as of March 23, 2026, by and between Zippy Loans, LLC and ETHZilla Modular Mortgage LLC.

10.3£#

Master Loan Servicing Agreement, dated as of March 23, 2026, by and between Zippy Loans, LLC and ETHZilla Modular Mortgage LLC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Portions of this exhibit have been redacted in accordance with Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

FORUM MARKETS, INCORPORATED

Date: March 27, 2026

By:

/s/ McAndrew Rudisill

Name:

McAndrew Rudisill

Title:

Chief Executive Officer

EX-10.1 — MASTER LOAN PURCHASE AGREEMENT, EFFECTIVE AS OF MARCH 23, 2026, BY AND BETWEEN ETHZILLA MODULAR MORTGAGE LLC AND ZIPPY LOANS, LLC

EX-10.1

Filename: ea028375501ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

CERTAIN CONFIDENTIAL PORTIONS

OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL

PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.

MASTER LOAN PURCHASE AGREEMENT

This MASTER

LOAN PURCHASE AGREEMENT (“Agreement”), effective as of March 23, 2026 (the “Effective Date”), is

made by and between ETHZilla Modular Mortgage LLC, a limited liability company organized and existing under the laws of the state of Florida,

as purchaser (the “Purchaser”), and Zippy Loans, LLC, a Delaware limited liability company, as seller (the “Seller”).

The Purchaser and the Seller are each referred herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS,

the Seller originates certain manufactured home loans and performs obligor-related servicing of certain manufactured home loans; and

WHEREAS,

the Purchaser desires to acquire and the Seller desires to sell, from time to time, certain manufactured home loans on the terms and conditions

specified herein;

NOW,

THEREFORE, in consideration of the foregoing, the mutual premises set forth herein, and of other

good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by each Party, the Parties hereto hereby

agree as follows:

ARTICLE

DEFINITIONS

Section 1.1 Defined Terms.

As used in this Agreement, the following words shall have the meanings set forth below:

“Affiliate”

means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified

Person. For the purposes of this definition, a Person shall be deemed to “control” another Person if the controlling

Person, directly or indirectly, has the power to direct or cause the direction of the management or policies of the controlled Person,

whether through ownership of stock, by contract or otherwise; and the terms “controlling” and “controlled”

have meanings correlative to the foregoing. For purposes of this Agreement, Purchaser shall not be treated as an Affiliate of Seller or

Servicer.

“Agreement”

means this Master Loan Purchase Agreement and all exhibits and schedules attached hereto, as amended, restated, supplemented and modified

from time to time, including without limitation, each Assignment and Conveyance Agreement executed in accordance with this Agreement.

“Applicable

Law” means any applicable laws of any Governmental Authority, including, without limitation, any statutes, ordinances, judgments,

decrees, injunctions, writs and orders or like actions of any Governmental Authority and rules, bulletins, guidance and regulations of

any federal, regional, state, county, municipal or other Governmental Authority, applicable to the Loans, consumer credit protection and

operations, or any other operations or activities to be undertaken (or actually undertaken) by a Party hereto pursuant to or in connection

with this Agreement or any of the Loans.

“Approved

Forms” means the forms of loan agreements, including related documents customarily used by the Seller in connection with its

origination of manufactured home loans, substantially similar to the form annexed hereto as Exhibit B as modified to be used in

each state where a Manufactured Home securing a Loan is located (or other forms substantially comparable in all material respects).

“Assignment

and Conveyance Agreement” means, with respect to each Loan and each Transfer Date, an Assignment and Conveyance Agreement for

the Loans purchased on the related Transfer Date in the form annexed hereto as Exhibit A.

“Base

Purchase Price” means [***] percent ([***]%); provided that the Base Purchase Price

may be adjusted by mutual written agreement of the Seller and the Purchaser to reflect changes in prevailing interest rates or other market

conditions, as set forth in the applicable Purchase Commitment.

“Business

Day” means any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, or (iii) a day on

which banks in the State of New are authorized or obligated by law or executive order to be closed.

“Closing Documents”

has the meaning assigned to such term pursuant to Section 3.3 herein.

“Collection Policies” means the

Seller’s Collection Policies in effect as of the Effective Date are attached hereto as Exhibit F. Any material amendment or

modification to the Collection Policies shall require the prior written consent of the Purchaser to the extent such amendment or

modification relates to Transferred Loans or Loans intended to be sold hereunder, subject to Section 2.3(b).

“Collections”

means with respect to any Transferred Loan, all cash collections and other cash proceeds of such Transferred Loan, including, without

limitation, all payments of principal, interest, fees, contractual payments, liquidation proceeds, insurance proceeds, distributions,

deemed collections, and any funds received by the Seller or the Purchaser and due to the Purchaser, as applicable, or any of their Affiliates

or agents from such Transferred Loan; provided, that Collections shall exclude the amount of any escrowed taxes and insurance collected

by the Servicer for Transferred Loans for which Seller has retained the Servicing Rights in accordance with the applicable Obligor Loan

Agreement.

“Commitment

Amount” means (i) with respect to the Term of this Agreement, an aggregate amount of One Hundred Fifty Million Dollars ($150,000,000)

or such greater amount as mutually agreed to by the Seller and the Purchaser, and (ii) with respect to each Purchase Commitment issued

hereunder, an amount as mutually agreed upon by the Purchaser and Seller for the related Commitment Period, provided that such amount

shall not at any time exceed the aggregate amount in the preceding clause (i) less aggregate Purchase Cut-Off Date Loan Balance for all

the Transferred Loans previously sold to the Purchaser under this Agreement.

“Commitment

Period” means the period of time during which each Purchase Commitment shall be outstanding as mutually agreed upon by the Purchaser

and the Seller, which period is expected to consist of rolling three-month periods, which are reset at the end of each calendar quarter,

and during which the minimum Eligibility Criteria attached as a schedule to such Purchase Commitment shall apply to the Transferred Loans

originated and sold during such Commitment Period.

“Community

Recourse Loan” means a Loan secured by a Manufactured Home originated by Seller that is located in a manufactured home community

that is subject to a Home Repurchase Agreement.

“Consumer

Information” means any personally identifiable information in any form (written electronic or otherwise) relating to an Obligor,

including, but not limited to: an Obligor’s name, address, telephone number, Loan number, Loan payment history, delinquency status, insurance

carrier or payment information, tax amount or payment information; the fact that the Obligor has a relationship with the Seller or the

originator of the related Loan; and any other non-public personally identifiable information.

“Discount

Point” means, with respect to any Loan and to the extent permitted by Applicable Law, a fee that is either paid by the Obligor

at the time of origination, withheld from the proceeds included in the Loan Balance of a Loan or paid by the Obligor over the term of

the Loan in accordance with the Obligor Loan Agreement, that the Obligor agrees to pay Seller that will result in an interest rate reduction

of [***]% for each [***]% of the Loan Balance paid by Obligor.

“Effective Date”

has the meaning set forth in the first paragraph of this Agreement.

“Electronic Loan Package” means with respect to

a Loan, the single authoritative, fully executed electronic record of the related Obligor Loan Agreement evidencing such Loan.

“E-Vault”

means an electronic vault or dedicated partition thereof, established and maintained by or on behalf of the Seller or the Purchaser with

the E-Vault Provider used to maintain and store Electronic Loan Packages acquired by the Purchaser, and, after establishment of the E-Vault

maintained by the Purchaser as provided in Section 2.2(c) of this Agreement, in a manner satisfactory to the Purchaser such that Purchaser’s

control of such Electronic Loan Packages within the meaning of UCC Section 9-105 is established and maintained at all times.

“E-Vault

Provider” means [***], or such other Person creating or maintaining the E-Vault.

“Eligibility

Criteria” means the minimum pricing and credit criteria of the Purchaser attached as a schedule to each Purchase Commitment,

which will be based upon the initial minimum pricing and credit criteria set forth on Schedule 1 attached hereto for the first

Purchase Commitment issued hereunder and as such pricing and credit criteria may be modified or changed for any subsequent Purchase Commitment

from time to time pursuant to Section 2.3(b) hereof. For the avoidance of doubt the initial Eligibility Criteria includes both the Existing

Eligibility Criteria and New Eligibility Criteria set forth on Schedule 1.

“Governmental

Authority” means United States federal government, any state, local or other political subdivision thereof, and any Person

exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions thereof or pertaining thereto,

including any U.S. bank regulatory agency, any foreign bank regulatory agency, any court, any central bank, any regulator or any

other governmental authority.

“Home

Repurchase Agreement” means an agreement between Seller and the community owner, the retailer selling the manufactured home associated

with the manufactured home community, or another Person Affiliated with the owner or manager of the manufactured home community, pursuant

to which such Person has agreed to purchase repossessed Manufactured Homes located in the designated manufactured home community.

“Landlord’s

Waiver” means, with respect to a Manufactured Home securing a Non-Recourse Loan that is not located in a manufactured home community,

an agreement between Seller and the Person who owns the real property where a Manufactured Home is placed, whereby such Person makes certain

covenants and agreements with Seller, and its successors and assigns, regarding access and removal of the Manufactured Home and its accessories,

as well as such Person’s waiver of rights claims and liens on the Manufactured Home.

“Loan”

means a Non-Recourse Loan or Community Recourse Loan originated by the Seller, as listed on the Schedule of Loans.

“Loan

Balance” means, as of any date of determination, the outstanding principal balance due under or in respect of a Loan.

“Manufactured

Home” with respect to a Loan, a dwelling unit known as or considered to be a manufactured home, modular home or any other home

constructed in a factory, that is titled as chattel property in the applicable jurisdiction where such dwelling unit is located, and that

secures the indebtedness of the Obligor under such Loan.

“Material

Adverse Effect” means, any event, matter, condition, circumstance, change or effect that (i) materially and adversely affects

the business, assets, financial condition or results of operations of Seller or Purchaser; (ii) materially impairs the ability of, as

applicable, Seller or Purchaser to perform or observe its respective obligations under this Agreement or the Servicing Agreement; (iii)

materially and adversely affects or impairs the rights, powers, remedies or interests of, as applicable, Seller or Purchaser under this

Agreement; (iv) materially and adversely affects the validity or enforceability of any material portion of the Transferred Loans by the

holder thereof in accordance with their terms, or the salability or collectability of a material portion of the Transferred Loans; or

(v) materially and adversely affects the validity, attachment, perfection, priority or enforcement of any liens granted with respect to

the Manufactured Homes in favor of the Seller, or the ability of the holder to exercise remedies or otherwise realize the benefits of

the right, title, power, interest or security afforded under a Note.

“Net

Purchase Price” means, with respect to each Loan transferred on any Transfer Date, an amount equal to: (i) the product of (A)

the Purchase Amount and (B) the applicable Base Purchase Price, plus (ii) accrued and unpaid interest and fees for each Loan as

of the Purchase Cut-Off Date.

“Non-Recourse

Loan” means a loan secured by a Manufactured Home originated by Seller, other than a Community Recourse Loan.

“Obligor” means an obligor under an Obligor

Loan Agreement.

“Obligor

Loan Agreement” means, with respect to any Loan, the loan agreement on an Approved Form entered into by the Obligor and any written

or electronic amendment thereto.

“Origination

Fee” means, with respect to any Loan, a fee that is either paid by the Obligor at the time of origination, withheld from the

proceeds included in the Loan Balance of a Loan or paid by the Obligor over the term of the Loan in accordance with the Obligor Loan Agreement

and subject to applicable laws and regulation.

“Party”

means the Seller or the Purchaser, as the case may be, and “Parties” means the Seller and the Purchaser.

“Payment

Date” in any month will be the twentieth (20th) calendar day of such month, beginning in April 2026 or, if such day

is not a Business Day, the Business Day immediately following such twentieth (20th) calendar day.

“Person”

means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership,

joint stock company, trust (including any beneficiary thereof), unincorporated organization or Governmental Authority.

“Purchase

Amount” means the aggregate Purchase Cut-Off Date Loan Balance, as set forth in the applicable Assignment and Conveyance Agreement.

“Purchase

Commitment” means a commitment (substantially in the form of Exhibit E attached hereto) entered into by Seller and Purchaser

for purchase and sale of Loans being originated and sold by Seller during the Commitment Period set forth therein in accordance with the

provisions of this Agreement and the requirements set forth in such Purchase Commitment, including the minimum Eligibility Criteria attached

as schedule thereto.

“Purchase

Cut-Off Date” has the meaning set forth in the applicable Assignment and Conveyance Agreement.

“Purchase Cut-Off Date

Loan Balance” means, for a Loan, the Loan Balance as of the related Purchase Cut-Off Date.

“Purchaser” has the meaning set forth

in the first paragraph of this Agreement.

“Purchaser Collection Account” has the meaning set forth in the Servicing Agreement.

“Purchaser Servicing Account” has the meaning set forth in the Servicing Agreement.

“Repurchase

Event” means, with respect to any Transferred Loan, (i) the Seller’s material breach of any representation, warranty or covenant

set forth in Section 4.2 of this Agreement with respect to such Loan, which breach shall not have been remedied or waived within

thirty (30) days of the earlier of the Seller becoming aware of such breach or the Seller’s receipt of written notice of such breach from

the Purchaser, which, except in the case of fraud by the Seller must be provided within ninety (90) days of the Transfer Date of the impacted

Transferred Loan or (ii) the Seller’s failure to use commercially reasonable efforts to satisfy the E-Vault perfection requirement set

forth in Section 2.2(j).

“Repurchase

Price” means, with respect to any Transferred Loan and any date of determination, an amount equal to the sum of (i) the product

of (A) the Loan Balance of such Transferred Loan as of the related date of repurchase, and (B) the applicable Base Purchase Price, plus

(ii) the accrued interest on such Loan Balance at the interest rate for such Loan (net of the Servicing Fee) during the period from the

date through which interest has been paid to the date prior to the date of repurchase.

“Required Documents” means, for each Loan,

the following documents or instruments:

(i) a copy of the Electronic Loan Package;

(ii) any

of (A) the original title document or, if applicable, the manufacturer’s certificate of origin for the Manufactured Home, (B) a

duplicate title certified by the appropriate governmental authority which issued the original thereof or the application for such title

document, (C) a title application, or (D) in the case of a refinancing, the applicable documents to transfer the named lienholder on the

title;

(iii) within

one hundred and eighty (180) days of the applicable Transfer Date evidence of perfection of the security interest in the related Manufactured

Home by, as applicable under Applicable Law, (i) the notation of such security interest on the related title document or (ii) an original,

or copy with evidence of recording thereon, of the UCC-1 financing statement on the related Manufactured Home; and, with respect to any

Transfer Date after the first Transfer Date, evidence that the UCC-1 financing statement filed pursuant to Section 2.2(a) of this Agreement

is in full force and effect. Provided, however, if perfection remains outstanding beyond one hundred and eighty (180) days of the applicable

Transfer Date solely due to a governmental processing delay (and not an act or omission of Seller), Seller may request a one-time extension

up to sixty (60) additional day by delivering, no later than ten (10) Business Days prior to the 180-day period written evidence of (i)

timely application submission, (ii) pending status with the applicable authority, and (iii) a documented follow-up inquiry. For the avoidance

of doubt, no such extension shall apply to the delivery of UCC-1 financing statements required pursuant to clause (ii) above;

(iv) if

applicable, an original Obligor’s power of attorney for the Loan, signed by the Obligor;

(v) the

original or copy of the guarantee and/or Home Repurchase Agreement, if any, executed in connection with the Loan;

(vi) the

original or copy of the Landlord’s Waiver, if any, executed in connection with the Loan; and

(vii) the assignment or loan transfer agreement,

if any, from the originator of such Loan to Seller.

“Schedule

of Loans” means the schedule of Loans attached as Annex I to the applicable Assignment and Conveyance Agreement, such schedule

setting forth the information with respect to each Loan to be transferred pursuant to such Assignment and Conveyance Agreement in the

form attached hereto as Exhibit A.

“Seller” has the meaning set forth in the

first paragraph to this Agreement.

“Servicer”

means, with respect to Loans acquired by Purchaser pursuant this Agreement for which Seller retains the Servicing Rights, Zippy Loans,

LLC or any subsidiary or other Affiliate thereof, as applicable.

“Servicer

Event of Default” has the meaning provided in the Servicing Agreement.

“Servicing Account” has the meaning set

forth in the Servicing Agreement.

“Servicing

Agreement” means that certain Master Loan Servicing Agreement, of even date hereof, between the Servicer and the Purchaser, as

it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Servicing Fee” has the meaning set forth

in the Servicing Agreement.

“Servicing

Rights” means, with respect to each Transferred Loan, all rights and obligations to service, administer, or collect payments

for such Transferred Loan and to receive servicing fees in consideration for the servicing of such Transferred Loan, together with the

obligations incumbent with such servicing, including without limitation, the right and obligation to collect, receive, process and remit

payments with respect to Transferred Loans and all rights, powers and privileges incident to the foregoing.

“Stop

Purchase Event ” means: (a) Seller has materially breached a Seller Representation and Warranty in Section 4.1 of this Agreement

that has not been cured, and such breach will have a Materially Adverse Effect; (b) there is a Servicer Event of Default that has not

been cured; (c) a Governmental Authority’s regulatory action or other legal action prohibits Seller from selling or Purchaser from

purchasing Loans pursuant of this Agreement; (d) Seller files a petition in bankruptcy or for reorganization or for debt consolidation

under the federal bankruptcy laws or under any comparable debtor relief available under Applicable Laws; or (e) if the Seller is placed

into conservatorship or receivership proceedings or proceedings to windup, dissolve, liquidate, reorganize or place into conservatorship

or receivership and such proceedings remain unstayed for a period of thirty (30) days.

“Underwriting

Guidelines and Credit Policies” means Seller’s Underwriting Guidelines and Credit Policies to be utilized in connection

with the origination of Loans, as set forth in Exhibit C annexed hereto.

“Term” has the

meaning assigned to such term pursuant to Section 6.1 herein. “Transaction Document” means each of this Agreement,

the Servicing Agreement, and the

other Sales Documents.

“Transfer

Date” means each Business Day on which the Seller sells Loans to the Purchaser as specified in the applicable Assignment and

Conveyance Agreement.

“Transferred

Loan” means each Loan that is conveyed to the Purchaser from the Seller under the terms of this Agreement, the related Purchase

Commitment and the related Assignment and Conveyance Agreement, which includes all right, title and interest of the lender of such Loan

as a holder of both the beneficial and legal title to such Loan.

“Transferred Property” has the meaning set

forth in Section 2.1 herein.

“UCC”

means the Uniform Commercial Code as in effect from time to time in the relevant state, as applicable to the respective actions of the

Seller relating to the creation, perfection, priority, validity and/or enforcement of the Transferred Loans to the Purchaser hereunder.

Section 1.2 Rules of Construction.

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the

meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(b) the

words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any

particular provisions of this Agreement;

subsection, Section, Article, Annex, Schedule and Exhibit references in this Agreement are to this Agreement unless otherwise specified;

(d) the

term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings,

however evidenced (including electronically);

(e) the

term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including (without

limitation)”;

(f) unless

otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from”

shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,”

and the word “through” shall mean “to and including”;

(g) the

words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect

that such action is optional and not required to be taken by such Person; and

(h) references

to an agreement or other document include references to such agreement or document as amended, restated, reformed, supplemented and/or

otherwise modified in accordance with the terms thereof.

ARTICLE

SALE OF LOANS

Section 2.1 Sale and Purchase.

(a) On

each Transfer Date, in consideration of the payment of the applicable Net Purchase Price, the Seller shall sell, transfer, assign and

set over and otherwise convey to the Purchaser and the Purchaser shall purchase from the Seller, without recourse (other than the right

to cause the Seller to repurchase affected Transferred Loans upon the occurrence of a Repurchase Event), from time to time, subject to

the terms of this Agreement, the related Purchase Commitment and the related Assignment and Conveyance Agreement, all right, title and

interest of the Seller in, to and under each Transferred Loan (exclusive of any Origination Fees and the Servicing Rights) identified

on the related Schedule of Loans, including the following property, whether now existing or hereafter created or acquired (collectively,

the “Transferred Property”). Transferred Loans will be sold, transferred and assigned to Purchaser with the Servicing

Rights retained by Seller:

(i) each Loan identified

on the related Schedule of Loans to be delivered by the Seller to the Purchaser on the related Transfer Date, which shall be

serviced in accordance with the Servicing Agreement;

(ii) the Required Documents related to such Loans;

(iii) all

Collections and all other payments made or to be made after the Purchase Cut-Off Date with respect to such Loans, including under any

guarantee, indemnity obligation or other credit enhancements with respect to such Loans;

(iv) the

first priority lien on and security interest in the related Manufactured Home (subject to any liens satisfied with proceeds from the related

Loan); and

(v) all

other rights, interests, benefits, security, proceeds, remedies and claims in favor or for the benefit of the lender arising from or in

connection with such Loan.

(b) Each transfer of

Transferred Loans hereunder is intended to be, and shall constitute, an absolute sale and assignment of all right, title, and

interest of the Seller in such Transferred Loans to the Purchaser, providing the Purchaser with the full benefits of ownership

thereof, and not a pledge of such Transferred Loans as collateral security for any obligation of the Seller. The Seller and the

Purchaser intend that: (i) upon each transfer, the Transferred Loans shall no longer be property of the Seller and shall not

constitute part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any

bankruptcy or insolvency law; (ii) no creditor of the Seller shall have any claim to, lien on, or interest in the Transferred Loans

following the applicable Transfer Date; (iii) the Seller shall have no right to reacquire the Transferred Loans except pursuant to

its repurchase obligations expressly set forth herein; and (iv) in the event a court were to determine that the transactions

contemplated hereby constitute a pledge rather than an absolute sale, the Seller shall be deemed to have granted, and hereby does

grant, to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and

under the Transferred Loans and all proceeds thereof, which security interest shall be perfected by the filing of UCC-1 financing

statements as provided herein.

Section 2.2 Sale Procedures.

(a) Following

the execution of this Agreement, the sale of Transferred Loans, from time to time, shall be documented and evidenced by (1) an Assignment

and Conveyance Agreement executed by the Seller and the Purchaser and (2) the related Schedule of Loans, executed (in the case of the

Assignment and Conveyance Agreement) and delivered (in the case of the Schedule of Loans) to the Purchaser on or prior to the applicable

Transfer Date. On or promptly after the first Transfer Date, Seller shall file or cause to be filed a single UCC-1 financing statement

naming Purchaser as secured party, with a collateral description covering all Transferred Loans transferred or to be transferred under

this Agreement and all proceeds thereof. Seller shall maintain such financing statement in full force and effect for the duration of this

Agreement, including by filing or causing to be filed all necessary continuation statements, and shall not amend, terminate or modify

such financing statement without the prior written consent of Purchaser.

(b) The

applicable aggregate Net Purchase Price shall be paid by the Purchaser on each Transfer Date as determined based on the Purchase Amount

set forth in the related Assignment and Conveyance Agreement.

receipt of the applicable aggregate Net Purchase Price (or confirmation of disbursement of such aggregate Net Purchase Price in

accordance with wire instructions provided by the Seller to the Purchaser), the Seller shall transfer or cause to be transferred to

the Purchaser the Required Documents for each Transferred Loan promptly, and, except as otherwise provided in this Agreement

(including in Section 2.2(j)), in any event within one (1) Business Day of the related Transfer Date, including either the transfer

of Electronic Loan Package (i) to an E-Vault established and maintained by or on behalf of the Purchaser or (ii) to where the

Electronic Loan Package is subject to an executed control agreement (or similar arrangement) among the Purchaser, the Seller and the

E-Vault Provider confirming Purchaser’s control of the related Electronic Loan Packages within the meaning of UCC Section

9-105 (collectively, the “E-Vault Perfection Requirements”). To the extent the Seller retains any Required

Documents with respect to a Transferred Loan, the Seller shall clearly mark its records to indicate the ownership interest of the

Purchaser and shall hold such Required Documents (including, for the avoidance of doubt any Electronic Loan Package held or

controlled by Seller prior to its transfer to the E-Vault of the Purchaser) as custodian for, and for the benefit of, the Purchaser.

Upon request of the Purchaser, the Seller shall cooperate with the Purchaser to transfer any Electronic Loan Package and/or Required

Documents to the Purchaser, its designated custodian or the E-Vault of the Purchaser.

(d) Title

to each Transferred Loan as of the applicable Transfer Date shall be vested in the name of the Purchaser. The Seller agrees to indicate

or cause to be indicated in its books, records and computer files that the Transferred Loans have been transferred to the Purchaser pursuant

to this Agreement and the applicable Assignment and Conveyance Agreement. Except as provided in this Agreement and the applicable Assignment

and Conveyance Agreement regarding Servicing Rights, all rights arising out of the Transferred Loans shall be vested in the Purchaser,

except as otherwise provided in this Agreement and the applicable.

(e) Within

one (1) Business Day of each Transfer Date, Seller shall deliver each applicable Closing Document to Purchaser, excluding such Closing

Documents that may be delivered at a later date as provided in this Agreement.

(f) Intent of Parties.

(i) Each

of Seller and Purchaser agree that the transactions contemplated hereby are intended to be and shall constitute sales of the Transferred

Loans pursuant to the terms of Section 2.1 and in accordance with the terms of this Agreement. Each Party hereto shall treat such

transactions as sales for tax, accounting and all other applicable purposes.

(ii) Seller

(x) shall not create or permit any security interest in any Transferred Loan except in favor of Purchaser or as may be directed by Purchaser

and (y) if necessary, hereby agrees and authorizes the filing by the Purchaser of any termination statements on form UCC-3 and modify

any previously executed loan or security agreement to eliminate any security interest granted in the Transferred Loan, including any security

interest in such Transferred Loan as proceeds or after-acquired property.

(iii) To

the extent consistent with this Agreement, Seller and Purchaser shall take such actions as may be deemed reasonably necessary or appropriate

such that, if this Agreement were deemed to create a lien upon or security interest in a Transferred Loan and all such reasonably necessary

or appropriate actions had been taken, such lien or security interest would be deemed to be a perfected security interest of first priority

under Applicable Law and will be maintained as such throughout the term of this Agreement, including execution and delivery by Seller

to Purchaser of all assignments, security agreements, financing statements, control agreements and other documents as Purchaser reasonably

requests, in form and substance reasonably satisfactory to Purchaser and at Purchaser’s cost. In furtherance thereof, Seller hereby agrees

and authorizes Purchaser or such other party (as directed by the Purchaser) to file any UCC-1 financing statements (and, when appropriate,

any continuations of such UCC-1 financing statements) with respect to any Transferred Loan and any related rights and the proceeds thereof.

(iv) No

transfer of Transferred Loans hereunder shall constitute a transfer of all or substantially all of the assets of the Seller for purposes

of any bulk sale law or similar law.

(v) The

Seller shall treat each transfer of Transferred Loans hereunder as an absolute sale of such Transferred Loans for all accounting, tax

and regulatory reporting purposes, and shall not characterize any such transfer as a borrowing, pledge, or financing on its financial

statements or in any regulatory filing.

(g) Notwithstanding

anything to the contrary in this Agreement, the Seller and the Purchaser acknowledge and agree that, for operational and servicing administration

purposes, security interests in the Manufactured Homes securing the Transferred Loans, including any UCC-1 financing statements, title

notations and loss payee designations on hazard insurance policies, may remain in the name of the Servicer following each Transfer Date.

Notwithstanding the foregoing: (i) all such security interests and related rights are the sole property of the Purchaser as the owner

of the Transferred Loans, are held by the Servicer for the benefit of, and on behalf of, the Purchaser, and the Servicer shall have no

beneficial interest therein; (ii) the Servicer shall maintain, protect and enforce all such security interests solely for the benefit

of the Purchaser and shall not take any action, or fail to take any action, that would impair, subordinate or otherwise diminish such

security interests; (iii) the Servicer shall, upon the written reasonable request of the Purchaser at any time, promptly transfer or cause

to be transferred all such security interests, title notations, UCC-1 financing statements and loss payee designations into the name of

the Purchaser or its designee; (iv) upon the occurrence of a Servicer Event of Default, the termination of the Servicing Agreement for

any reason, or the occurrence of any Stop Purchase Event, all such security interests, title notations, UCC-1 financing statements and

loss payee designations shall be deemed automatically assigned to the Purchaser, and the Servicer shall take all actions necessary to

effectuate such transfer within thirty (30) days of such occurrence (with costs and expenses allocated in accordance with Section 4.4

of the Servicing Agreement); and (v) the Servicer shall, upon the Purchaser’s request, promptly execute and deliver any and all instruments,

UCC-3 assignment statements, title transfer applications, insurance endorsements and other documents reasonably necessary to evidence

or perfect the Purchaser’s ownership of such security interests.

(h) The

Seller shall retain the right to receive the applicable Origination Fee with respect to each Transferred Loan. The Seller shall retain

the Servicing Rights and the right to service each Transferred Loan in accordance with the Servicing Agreement.

(i) With

respect to each Transferred Loan sold hereunder by Seller to Purchaser, Seller hereby agrees to take all actions reasonably necessary

or appropriate to effectuate the purpose and carry out the terms of this Agreement, including without limitation execution and delivery

of all agreements, instruments and other documents as Purchaser may reasonably request for the sale, transfer and assignment of each such

Transferred Loan to Purchaser. Without limiting the generality of the foregoing, Seller hereby agrees to cooperate reasonably with Purchaser

in connection with all reasonable requests of Purchaser in connection with Purchaser’s efforts to demonstrate to a third party the

nature of the transaction contemplated hereunder, including without limitation, the sale and conveyance of the Transferred Loans hereunder

and Purchaser’s ownership of such Transferred Loans.

(j) Seller

shall use commercially reasonable efforts to, as promptly as practicable following each Transfer Date, satisfy the E-Vault Perfection

Requirements. Failure to satisfy the E-Vault Perfection Requirements within thirty (30) days of the applicable Transfer Date shall constitute

a Repurchase Event at Purchaser’s option with respect to each affected Transferred Loan; except that no such deadline shall apply for

any Transfer Dates occurring the earlier of ninety (90) days from the date of this Agreement or the date the Purchaser’s E-Vault

is established or the control agreement referenced in Section 2.2(c) is established. Pending the satisfaction of the E-Vault Perfection

Requirements pursuant to the immediately preceding sentence (or any other perfection method agreed by the parties), Seller shall cause

its E-Vault to reflect Purchaser as the owner of each Electronic Loan Package transferred to Purchaser on each Transfer Date, with Seller

acting as custodian thereof for the benefit of Purchaser.

Section 2.3

Purchaser Commitment; Changes to minimum Eligibility Criteria and Collection Policies.

(a) Subject

to the terms and conditions of this Agreement, during the Term hereof, Purchaser shall acquire all Loans offered for sale by the Seller

that satisfy the minimum Eligibility Criteria and the representations and warranties in an amount up to the aggregate Commitment Amount.

On or prior to the end of each Commitment Period during the Term, Seller and Purchaser shall use reasonable best efforts to enter into

each Purchase Commitment for each successive Commitment Period, which Purchase Commitment shall evidence (i) Purchaser’s commitment

obligation to purchase Loans from Seller up to the Commitment Amount set forth therein that conform to the minimum Eligibility Criteria

attached as schedule thereto and (ii) Seller’s commitment on a reasonable best efforts basis to originate and sell during the related

Commitment Period such Loans up to the Commitment Amount set forth therein under the requirements set forth in this Agreement and such

Purchase Commitment; provided, however, that if Seller and Purchaser have not executed a new Purchase Commitment by the end of any Commitment

Period, the terms of the Purchase Commitment in effect as of the end of such Commitment Period shall be deemed to apply to the succeeding

Commitment Period.

(b) From

time to time following the first Purchase Commitment, Purchaser and Seller shall use commercially reasonable efforts in good faith to

mutually cooperate in any modification and amendment of the minimum Eligibility Criteria for any subsequent Purchase Commitment, which

are expected to address (i) changes to the prevailing interest rates and other market conditions and (ii) credit factors affecting actual

performance of Loans previously purchased. Seller shall not make any material change to the Collection Policies without the prior written

consent of the Purchaser; provided, however, that no such consent of the Purchaser shall be required for material changes

to the Collection Policies to the extent such changes (i) are required by Applicable Law or any Governmental Authority or (ii) do not

relate to Transferred Loans, provided further that the Purchaser, exercising its commercially reasonably discretion and acting in good

faith, may unilaterally direct Seller to make changes to the Collection Policies (solely to the extent such Collection Policies relate

to Loans to be sold hereunder) without the consent or approval of the Seller to extent that such changes are required (A) by Applicable

Law, or (B) by direction of a Governmental Authority, subject to the Purchaser providing a written explanation of the reason for its direction

to make such changes upon request of the Seller. In furtherance of the foregoing, Seller shall provide Purchaser with ten (10) Business

Days prior written notice of any proposed material change to the Collection Policies, and Purchaser shall provide Seller with at least

thirty (30) days’ written notice of any proposed change (unless a shorter period is required by Applicable Law or a Governmental

Authority, in which case Purchaser shall provide notice as soon as reasonably practicable). For the avoidance of doubt, in no event shall

the Purchaser have the right to direct, or consent to, any change to the Collection Policies that does not relate to Transferred Loans

or Loans intended to be sold hereunder.

the forgoing, the Eligibility Criteria or components thereof, may be waived, modified or amended in writing agreed to by both Parties.

Section 2.4 Notices to Obligors.

(a) The Seller, at its

option and in accordance with Applicable Law, may notify each applicable Obligor of any Loan transfer within a reasonable period of

time from the applicable Transfer Date. The Purchaser, at its option and in accordance with Applicable Law, may notify, or direct

Seller to notify, each applicable Obligor of any Loan transfer within a reasonable period of time from the applicable Transfer

Date.

Section 2.5 Monthly Payments to Servicer and Seller.

(a) In

connection with any Transferred Loans serviced by Servicer in accordance with the Servicing Agreement, on each Payment Date, the Purchaser

shall distribute, or cause to be distributed, all Collections in the Purchaser Servicing Account to be deposited in the Purchase Collection

Account to be distributed as follows:

(i) First,

to the Servicer, to the extent not retained by the Servicer in accordance with Section 2.1 of the Servicing Agreement, the amount of any

Servicing Fee, Default Servicing Fees, Ancillary Income, reimbursable third-party servicing expenses, and Protective Advances (each as

defined in the Servicing Agreement) owing to the Servicer;

(ii) Second, to the Purchaser, all remaining amounts.

Section 2.6

Repurchase Events. Upon the occurrence of a Repurchase Event identified by written notice from Purchaser to Seller, which, except

in the case of Seller fraud, must be provided within ninety (90) days of the Transfer Date, the Seller shall repurchase each affected

Transferred Loan at a price equal to the Repurchase Price within thirty (30) days of receipt of written notice regarding the occurrence

of such Repurchase Event.

ARTICLE III

CONDITIONS TO AGREEMENT AND

SUBSEQUENT CLOSINGS

Section 3.1

Effective Date. This Agreement shall go into effect on the Effective Date, provided each of the Seller and the Purchaser have received

a fully executed electronic copy of each Transaction Document.

Section 3.2 Closings.

Each sale of a Loan effected hereunder shall be subject

to each of the following conditions:

(a) The

Purchaser shall have received, within ninety (90) days of the related Transfer Date, an instrument, in a form reasonably satisfactory

to the Purchaser, evidencing the release of any lien to which any of the Loans to be sold may be subject; provided that with respect

to the filing of any UCC-3 financing statements, Seller hereby agrees and acknowledges that the Purchaser (in accordance with Section

2.2(f)(ii) herein may file any such UCC-3 financing statements;

(b) All of the

representations and warranties of the Seller pursuant to Section 4 .2 herein shall be true and correct in all material

respects as of the related Transfer Date (or such other applicable date pursuant to Schedule 1 herein or any other date

specified in the applicable Assignment and Conveyance Agreement);

have received, or the Purchaser’s attorneys shall have received in escrow, all Closing Documents applicable to such sale (excluding

such Closing Documents that may be provided at a later date as provided in this Agreement), in such forms as are agreed upon and

reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the

respective terms thereof;

(d) With respect to any

Transferred Loans that will be serviced by Servicer pursuant to the terms of the Servicing Agreement, the Servicer shall have (i)

directed all Obligors to make payments with respect to such Transferred Loans to the Servicing Account and (ii) in accordance with

the Servicing Agreement, shall cause all Collections with respect to the Transferred Loans on deposit in the Servicing Account or

otherwise received by the Servicer to be deposited in the Purchaser Servicing Account within two (2) Business Days of receipt and

identification thereof and deposited into the Purchaser Collection Account as provided in Section 2.5 of this Agreement and as

provided in the Servicing Agreement. This Section 3.2(d) is subject to the cure provision of Section 4.1(a) of the Servicing

Agreement; and (e) All other terms and conditions of this Agreement and the related Assignment and Conveyance Agreement (including

Seller’s receipt of the applicable Net Purchase Price) shall have been complied with in all material respects.

(f) A Stop Purchase Event does not exist.

Subject to

the foregoing conditions, on the applicable Transfer Date, the Purchaser shall pay the applicable aggregate Net Purchase Price pursuant

to Article II of this Agreement, by wire transfer of immediately available funds to the account or accounts designated in wire

instructions provided by the Seller to the Purchaser.

Section 3.3 Closing Documents.

The “Closing

Documents” for each Transfer Date subsequent to the Effective Date, shall consist of:

(a) This Agreement;

(b) The

applicable Assignment and Conveyance Agreement, with the related Schedule of Loans attached as Annex I thereto;

the Collection Policies or Underwriting Guidelines and Credit Policies have been materially modified since the date of last delivery to

the Purchaser, a conformed copy of the changed Collection Policies or Underwriting Guidelines and Credit Policies, as applicable, marked

to indicate any modifications since the date of such last delivery; and

(d) The

Required Documents for each of the Loans listed in the applicable Schedule of Loans to the applicable Assignment and Conveyance Agreement.

(e) Evidence

that the Servicer has established the Purchaser Servicing Account and the Purchaser Collection Account in accordance with the Servicing

Agreement.

ARTICLE IV

REPRESENTATION, WARRANTIES

AND COVENANTS

Section 4.1 Seller Representations

and Warranties. As of the Effective Date and as of each Transfer Date, the Seller hereby represents and warrants to the Purchaser

that:

(a) Organization

and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws

of the State of Delaware with all requisite limited liability company power and authority to own its properties and to conduct its business

as presently conducted and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to

which it is a party.

(b) Due

Qualification. The Seller is qualified to do business as a limited liability company, is in good standing, and has obtained all licenses

and approvals as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its

business and the performance of its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party

requires such qualification, standing, license or approval, except to the extent that the failure to so qualify, maintain such standing

or be so licensed or approved would not have a Material Adverse Effect.

and Authority; Due Authorization. The Seller (i) has all necessary power and authority and legal right to (A) execute and deliver

this Agreement, each Assignment and Conveyance Agreement and any other document or instrument to be delivered by the Seller hereunder

(collectively, the “Sale Documents”) and the other Transaction Documents to which it is a party, (B) carry out the terms

of the Sale Documents and the other Transaction Documents to which it is a party, and (C) sell, assign, transfer and otherwise convey

the Transferred Property to the Purchaser, and (ii) has duly authorized by all limited liability company action the execution, delivery

and performance of this Agreement and the other Transaction Documents to which it is a party and the sale, assignment, transfer and conveyance

of the Transferred Property on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the

Seller is a party have been duly executed and delivered by the Seller.

(d) No

Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement and the other

Transaction Documents to which the Seller is a party by the Seller (with or without notice or lapse of time) will not (i) conflict with,

result in any breach of any of the terms or provisions of, or constitute a default under, the certificate of formation or limited liability

company agreement of the Seller, (ii) to the knowledge of Seller violate, in any material respect, any Applicable Law, or (iii) result

in any breach of any of the terms or provisions of, or constitute a default under any material agreement of the Seller.

(e) No

Consents. No consent, approval, authorization, license or order of any Governmental Authority is required for the execution, delivery

and performance by it of, or compliance by it with, this Agreement or the consummation of the transactions contemplated by this Agreement,

except for such consents, approvals, authorizations or orders, if any, as have already been obtained by it or could not reasonably be

expected to result in a Material Adverse Effect.

(f) Agreements

Enforceable. This Agreement and each Transaction Document to which the Seller is a party constitutes the legal, valid and binding

obligation of the Seller enforceable against the Seller in accordance with its respective terms, except as such enforceability may be

limited by Applicable Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit

at law or in equity).

(g) Permits. The Seller

has all permits necessary or required by Applicable Law for the operation of its business and the consummation of this Agreement, except

where noncompliance, violation or lack thereof is not reasonably expected to result in a Material Adverse Effect.

(h) Proceedings.

There are no proceedings, injunctions, writs, restraining orders or investigations pending or, to its knowledge, threatened against

it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction

over it or its Affiliates or its Affiliates’ properties (i) asserting the invalidity of this Agreement, (ii) seeking to

prevent the receipt of Loans intended to be Transferred Loans by Purchaser, or (iii) seeking any determination or ruling that might

materially and adversely affect Seller’s performance of its obligations under, or the validity or enforceability of, any

Transaction Document or the Loans.

(i) Compliance

with Laws. To the best of Seller’s knowledge, Seller has complied with, and is in compliance with, in all material respects,

all Applicable Law.

(j) Ordinary

Course. The transfer of the Transferred Loans pursuant to this Agreement is made in the ordinary course of the Seller’s business and

does not constitute a transfer of all or substantially all of the Seller’s assets.

(k) Solvency.

As of each Transfer Date, the Seller is solvent and will not be rendered insolvent by the transfer of the Transferred Loans to the Purchaser

at the Net Purchase Price. The Seller is not transferring the Transferred Loans with any intent to hinder, delay, or defraud any of its

creditors.

(l) Fair

Consideration. The Net Purchase Price payable for each Transferred Loan constitutes reasonably equivalent value and fair consideration

for such Transferred Loan.

(m) No

Pending Insolvency. There are no pending or threatened bankruptcy, insolvency, reorganization, or similar proceedings against the

Seller, and the Seller has not taken any action in furtherance of any such proceeding.

Section 4.2

Transferred Loan Representations and Warranties. The Seller hereby represents and warrants to the Purchaser and as of each Transfer

Date, as applicable, with respect to each Transferred Loan transferred on such Transfer Date, that:

(a) The

information contained in the related Schedule of Loans delivered pursuant to Section 2.1 is an accurate and complete listing of

the Transferred Loans to be transferred on such Transfer Date and the information provided with respect to such Transferred Loan is true

and correct in all material respects as of such date or any earlier date specified therein.

(b) All

information, documentation or materials provided by Seller to Purchaser, including performance data, data tapes, underwriting criteria

and policies and procedures, were true and correct (or, with respect to supporting diligence materials, projections or forward-looking

statements, were true and correct) in all material respects as of such date.

Transferred Loan satisfies the minimum Eligibility Criteria set forth on the schedule attached to the related Purchase Commitment.

(d) Each

Transferred Loan satisfies the representations and warranties set forth in Exhibit D attached hereto.

(e) As

of the related Transfer Date, there are no liens, claims, encumbrances or security interests of any kind on the Transferred Loan or the

related Manufactured Home, other than the lien in favor of the Seller that is being transferred to the Purchaser hereunder and liens,

encumbrances or security interests on the Transferred Loan in favor of a warehouse lender of Seller being paid off with the proceeds of

the sale on the Transfer Date (provided that Purchaser may require Seller to deliver to Purchaser

on the Transfer Date a payoff letter from the applicable warehouse lender confirming the release of such lien upon receipt of the payoff

amount), and no financing statement naming the Seller as debtor and covering the Transferred Loan or proceeds thereof is on file in any

filing office other than any that will be terminated or have a UCC-3 release of collateral covering the Transferred Loan or proceeds filed

on or prior to the Transfer Date.

(f) The

Transferred Loan has not been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and the Seller

has not entered into any agreement to do so, excluding any pledge to a warehouse lender being whose lien is being released in accordance

with Section 4.2(e) above.

(g) To

the best knowledge of the Seller, there are no proceedings, investigations or claims pending or threatened that could reasonably be expected

to affect the Purchaser’s title to or interest in the Transferred Loan.

(h) Upon

transfer to the Purchaser, the Purchaser will have a perfected ownership interest in the Transferred Loan and all proceeds thereof and,

to the extent such transfer is deemed a secured financing, a first priority perfected security interest in the Transferred Loan and all

proceeds thereof (provided that in the case of the first Transfer Date only, immediately upon the filing of the financing statement pursuant

to Section 2.2(a) hereof), in each case free and clear of all adverse claims other than liens of warehouse lenders being released on the

Transfer Date in accordance with Section 4.2(e) of this Agreement.

Section 4.3 Purchaser Representations

and Warranties. As of the Effective Date and as of each Transfer Date, the Purchaser hereby covenants, represents and warrants that:

(a) Organization

and Good Standing. The Purchaser is a Florida limited liability company, duly organized, validly existing and in good standing under

the laws of the State of Florida with all requisite power and authority to own its properties and to conduct its business as presently

conducted and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to which it is

a party

(b) Due

Qualification. The Purchaser is qualified to do business, is in good standing, and has obtained all licenses and approvals as required

under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business and the performance

of its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party requires such qualification,

standing, license or approval, except to the extent that the failure to so qualify, maintain such standing or be so licensed or approved

would not have a Material Adverse Effect.

Due Authorization. The Purchaser (i) has all necessary power and authority and legal right to (A) execute and deliver this

Agreement and the other Transaction Documents to which it is a party, and (B) carry out the terms of this Agreement and the other

Transaction Documents to which it is a party, and (ii) has duly authorized by all corporate action the execution, delivery and

performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and each other Transaction

Document to which the Purchaser is a party have been duly executed and delivered by the Purchaser.

(d) No

Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement and the other

Transaction Documents to which the Purchaser is a party by the Purchaser (with or without notice or lapse of time) will not (i) conflict

with, result in any breach of any of the terms or provisions of, or constitute a default under, the certificate of formation, charter,

bylaws or other governance document of the Purchaser or (ii) violate, in any material respect, any Applicable Law.

(e) No

Consents. No consent, approval, authorization, license or order of any Governmental Authority is required for the execution, delivery

and performance by it of, or compliance by it with, this Agreement or the consummation of the transactions contemplated by this Agreement,

except for such consents, approvals, authorizations or orders, if any, as have already been obtained by it or could not reasonably be

expected to result in a Material Adverse Effect.

(f) Agreements

Enforceable. This Agreement and each Transaction Document to which the Purchaser is a party constitutes the legal, valid and binding

obligation of the Purchaser enforceable against the Purchaser in accordance with its respective terms, except as such enforceability may

be limited by Applicable Laws and except as such enforceability may be limited by general principles of equity (whether considered in

a suit at law or in equity).

(g) Permits.

The Purchaser has all permits necessary or required by Applicable Law for the operation of its business and the consummation of this Agreement,

except where noncompliance, violation or lack thereof is not reasonably expected to result in a Material Adverse Effect.

(h) Compliance

with Laws. The Purchaser has complied with, and is in compliance with, all Applicable Law.

(i) The

Purchaser expressly acknowledges that neither Seller nor any of Seller’s officers, directors, employees, agents, attorneys-in-fact or

Affiliates has made any representations, warranties, promises or inducements to it except as expressly set forth herein or in the other

Transaction Documents. The Purchaser represents that (i) it has knowledge and experience in financial and business matters and is capable

of evaluating the merits and risks of entering into this Agreement, purchasing any Transferred Loans hereunder and making an informed

decision with respect thereto, (ii) has consulted with, and has had sufficient opportunity to have this Agreement reviewed by, its accountants,

attorneys and other advisors as it saw fit with respect to entering into this Agreement, and (iii) is able to bear the economic and financial

risk of entering into this Agreement. The Purchaser also represents that it will, independently and without reliance upon Seller (other

than information supplied by Seller from time to time hereunder), and based on such documents and information as it shall deem appropriate

at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement.

(j) The Purchaser

acknowledges and agrees that: (A) none of the Seller or any of its Affiliates (each, a “Seller Party”) is acting as

a fiduciary or financial or investment adviser for the Purchaser or has made or given the Purchaser any representation, warranty,

covenant, agreement or guarantee whatsoever (in each case, whether written or oral and whether directly or indirectly through any

other person) as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit

(including financial, legal, regulatory, tax, accounting or otherwise) of, or any other matters relating to the Purchaser’s decision

to acquire the Transferred Loans; (B) it is not relying (for purposes of making any investment decision or otherwise) upon any

advice, counsel or representations (whether written or oral) of the Seller Parties or any of their respective Affiliates other than

any representations or warranties expressly set forth in this Agreement or any other Transaction Document; and (C) it has consulted

with its own legal, regulatory, tax, business, investment, financial, accounting and other advisors to the extent it has deemed

necessary and has made its own investment decisions (including decisions regarding the suitability of the Purchaser’s investment in

the Transferred Loans) based upon, and only upon, (1) its own judgment and upon any advice from such advisors as it has deemed

necessary and (2) the information contained in this Agreement and the information provided or to be provided to the Purchaser by or

on behalf of the Seller in relation thereto prior to each Transfer Date and not upon any view expressed by the Seller Parties or any

of their respective Affiliates.

Section 4.4 Certain Seller

Covenants. For so long as any Transferred Loans are outstanding, the Seller covenants and agrees that:

(a) it

will not take any action to cause the Purchaser to be substantively consolidated with the Seller in any bankruptcy or insolvency proceeding;

(b) it

will not institute against the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding

under any federal or state bankruptcy or similar law, until at least one year and one day after the termination of this Agreement; provided

that this clause shall survive the termination of this Agreement;

will not interfere with the Purchaser’s right to receive Collections on the Transferred Loans in accordance with this Agreement and the

Servicing Agreement; and

(d) it

will not cause or permit any lien, claim or encumbrance to be placed on any Transferred Loan after the applicable Transfer Date.

ARTICLE V

CONSUMER INFORMATION

Section 5.1 Maintenance

of Consumer Information. The Seller and the Purchaser each agree that it (i) shall comply with any Applicable Laws and

regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner

inconsistent with any Applicable Laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not

disclose Consumer Information to third parties except (A) as permitted by Applicable Law or regulation, (B) to carry out the express

terms hereof and subject to the obligations hereunder, or (C) to a third party providing services to Seller or Purchaser with

respect to the Transferred Loans or to an Affiliate or an actual or prospective financing counterparty or any subsequent purchaser

to whom a Transferred Loan is to be assigned and so long as such third party, Affiliate, counterparty or purchaser is bound to

confidentiality, security and maintenance obligations with regard to such Consumer Information that are no less restrictive than

those set forth hereunder, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer

Information from unauthorized access and (v) shall notify within twenty four (24) hours the other party of any actual or suspected

breach of the confidentiality, privacy or security of Consumer Information which notice shall include all material details

concerning the related incident. In the event of any actual or suspected data breach, Seller or Purchaser, as applicable, shall

promptly use all commercially reasonable efforts to contain and control such data breach event to prevent unauthorized access to or

misuse of Consumer Information and shall provide updates to the other party, upon request, relating to the investigation and

resolution of such event. The Purchaser shall indemnify the Seller for any and all damages (and related reasonable and documented

attorney fees and related expenses) in connection with any misuse of Consumer Information or any other violation of the security and

privacy obligations regarding Consumer Information hereunder, by the Purchaser.

ARTICLE VI

TERM AND TERMINATION

Section 6.1

Effect of Termination. Unless this Agreement is terminated pursuant to Section 6.2 below, the obligations of the Purchaser and

Seller hereunder shall continue in full force and effect until the date that is five (5) years after the Effective Date of this Agreement

(or such later date as mutually agreed to by the Seller and the Purchaser) (the “Term”), provided, that following

the initial five (5) year term, this Agreement may be terminated by either Party with or without cause upon one hundred and eighty (180)

days’ notice to the other Party; provided, further, that, for the avoidance of doubt, the obligations under the Servicing

Agreement shall not be affected by the termination of this Agreement. Notwithstanding any termination of this Agreement, (i) the Purchaser’s

ownership of the Transferred Loans shall survive termination and shall not be affected thereby, and (ii) all representations, warranties,

and repurchase obligations of the Seller with respect to Transferred Loans sold prior to termination shall survive termination.

Section 6.2

Termination. Either Party to this Agreement may terminate the Agreement as follows:

(a) Default.

The following events shall be a default under this Agreement: (i) a monetary default by Purchaser or Seller that is not cured by the defaulting

party within two (2) Business Days following the earlier of knowledge thereof or the receipt of written notice of such monetary default,

and (ii) any non-monetary breach or default by either Party that is not cured by the defaulting party within thirty (30) days following

the earlier of knowledge thereof or the receipt of written notice identifying such non-monetary breach or default. Upon occurrence of

the events described in clauses (i) or (ii) above by Purchaser or Seller, the other may terminate this Agreement immediately upon the

giving of written notice of termination by the non-defaulting party.

(b) Bankruptcy,

Conservatorship or Receivership. Either Party may terminate this Agreement at any time upon notice to the other: (i) after the filing

by the other Party of any petition in bankruptcy or for reorganization or for debt consolidation under the federal bankruptcy laws or

under any comparable debtor relief available under Applicable Laws; or (ii) after the other Party is placed into conservatorship or receivership

proceedings or proceedings to windup, dissolve, liquidate, reorganize or place into conservatorship or receivership the other Party are

commenced and remain unstayed for a period of thirty (30) days.

Authority Requirement. Each of Seller and Purchaser shall have the right to terminate this Agreement upon thirty (30) days

written notice, or earlier if otherwise required by any Governmental Authority, if any Governmental Authority having jurisdiction

over Seller or Purchaser, or a respective Transferred Loan requests or requires that Seller or Purchaser terminate this Agreement or

imposes any material restriction, penalty, fine, claim, liability, damage or expense upon Seller or Purchaser relating to this

Agreement.

(d) Eligibility

Criteria Impasse. Purchaser shall have the right to terminate this Agreement upon ninety (90) days written notice to Seller if (i)

the parties are unable to agree on new minimum Eligibility Criteria for any Commitment Period following good faith negotiation for a period

of not less than thirty (30) days, or (ii) Seller is required by Applicable Law or any Governmental Authority to modify the Eligibility

Criteria in a manner that Purchaser, in its reasonable discretion, determines materially and adversely affects the credit quality or eligibility

of Loans to be purchased hereunder.

ARTICLE

VII

MISCELLANEOUS

Section 7.1 Indemnification.

The Purchaser and the Seller (each, an “Indemnifying Party”) shall indemnify, hold harmless, and defend the Seller

or Purchaser (as applicable) and their officers, directors, employees, agents, affiliates, successors, and permitted assigns

(collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims,

actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees

and expenses (including, without limitation, any reasonable attorneys’ fees, costs and expenses incurred in connection with any

enforcement of its rights with respect thereto (including any action, claim or suit brought) by an Indemnified Party of any

indemnification or other obligation of the Indemnifying Party), that are incurred by the Indemnified Party (collectively,

“Losses”), arising out of or related to any third-party claim alleging or relating to: (a) any material breach or

non-fulfillment of any provision of this Agreement, any Purchase Commitment or any Assignment and Conveyance Agreement by the

Indemnifying Party or the Indemnifying Party’s personnel (unless covered by another subclause of this Section 7.1); (b) any

infringement or violation by the Indemnifying Party or its personnel of any third party right in connection with the performance of

its obligations under this Agreement, any Purchase Commitment or any Assignment and Conveyance Agreement, including but not limited

to intellectual property rights; (c) any negligence or willful misconduct of the Indemnifying Party or its personnel in connection

with the performance of its obligations under this Agreement, any Purchase Commitment or any Assignment and Conveyance Agreement;

and (d) any material breach by the Indemnifying Party of any of its representations, warranties or covenants set forth in this

Agreement, any Purchase Commitment or any Assignment and Conveyance Agreement, including but not limited to those related to

servicing compliance; provided that any indemnity claim under this Section 7.1 shall not be permitted to the extent

resulting from the applicable Indemnified Party’s gross negligence or willful misconduct.

Section 7.2

Notices. All notices and other communications hereunder and under this Agreement will be in writing and will be deemed to have

been duly given when delivered in person, by email, by express or overnight mail delivered by a nationally recognized air courier (delivery

charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

if to the Seller:

Zippy Loans, LLC

9450 SW Gemini Dr

PMB 57583

Beaverton, Oregon 97008-7105

Attention: [***]

E-mail: [***]

if to the Purchaser:

ETHZilla Modular Mortgage LLC

2875 South Ocean Blvd, Suite 200,

Palm Beach, FL 33480

Attn: [***]; [***]

Email addresses: [***]; [***]

or to such other address as

the Party to whom notice is given may have previously furnished to the other Party in writing to the addresses set forth or specified

above. Any notice or communication delivered in person will be deemed effective upon delivery. Any notice or communication sent by email,

or air courier will be deemed effective on the first (1st) Business Day at the place at which such notice or communication

is received following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified

mail will be deemed effective on the third (3rd) Business Day at the place at which such notice or communication is received

following the day on which such notice or communication was mailed.

Section

7.3 Costs. Each of the Purchaser and the Seller shall bear its own costs and expenses in connection with each Sales Document, including

any sales commissions and legal fees. The Purchaser shall bear all costs and expenses relating to due diligence by the Purchaser or its

agents in respect of the Seller and any Transferred Loans.

Section

7.4 Amendment; Waiver. Except as otherwise expressly provided herein, this Agreement and each Sales Document may only be amended

by a writing signed by duly authorized officers of the Seller and the Purchaser. No waiver of any provision of this Agreement, nor consent

to any departure by any Party therefrom, shall be effective unless the same shall be in writing and signed by a duly authorized officer

of the Party to be charged with the waiver or consent, and then such waiver or consent shall be effective only in the specific instance

and for the specific purpose for which given.

Section 7.5

Cumulative Rights. All rights and remedies of the Parties under this Agreement shall, except as otherwise specifically provided

herein, be cumulative and non-exclusive of any rights or remedies that they may have under any other agreement or instrument, by operation

of law or otherwise.

Section

7.6 Execution in Counterparts; Electronic Signatures. 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.

The parties hereto agree that this Agreement, and any other documents to be delivered in connection herewith and therewith, may be electronically

signed, that any digital or electronic signatures (including Portable Document Format (PDF), facsimile or electronically imaged signatures

provided by DocuSign or similar service) appearing on this Agreement or such other documents are the same as handwritten signatures for

the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of,

this Agreement and such other documents may be made by facsimile, email or other electronic transmission. Delivery of an executed counterpart

of a signature page of this Agreement in a PDF shall be effective as delivery of a manually executed original counterpart of this Agreement.

The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related

to any document to be signed in connection with this Agreement hereto shall be deemed to include electronic signatures, the electronic

matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which

shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping

system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global

and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act.

Section 7.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Seller

and the Purchaser and their respective permitted successors and assigns. This Agreement shall not be assigned, pledged or hypothecated

by the Seller without the prior written consent of the Purchaser, in its sole discretion. This Agreement shall not be assigned, pledged

or hypothecated by the Purchaser without the prior written consent of the Seller, in its sole discretion.

Section 7.8 Governing

Law; Consent to Jurisdiction; Waiver of Objection to Venue. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER

OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO AND/OR THE INTERPRETATION AND ENFORCEMENT

OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL

OBLIGATIONS LAW)). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW

YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN.

EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION

INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED

APPROPRIATE BY SUCH COURT.

Section 7.9

Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE

IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED

TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD,

ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 7.10

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER ENTITY FOR ANY LOST PROFITS,

COSTS OF COVER OR OTHER SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY;

PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT LIMIT ANY PARTY’S INDEMNIFICATION FOR DAMAGES PAID TO ANY OBLIGOR OR

GOVERNMENTAL AUTHORITY.

Section 7.11

Severability. Any provision of this Agreement that is prohibited or not fully enforceable in any jurisdiction, will be ineffective

only to the extent of such prohibition or unenforceability without otherwise invalidating or diminishing either Party’s rights under the

remaining provisions of this Agreement in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction shall not

invalidate or render unenforceable in any respect any such provision in any other jurisdiction.

Section 7.12

Entire Agreement. The Seller and the Purchaser hereby acknowledge and agree that this Agreement, and the exhibits hereto, represent

the complete and entire agreement between the Parties with respect to the purchase, sale, and contribution or conveyance of Transferred

Loans shall supersede all prior written or oral statements, agreements or understandings between the Parties.

Section

7.13 No Joint Venture or Partnership. Each Party (including any of its respective permitted successors and assigns) acknowledges

and agrees that such Party will not hold itself out as an agent, partner or joint venture of the other Party, and that this Agreement

and the transactions contemplated hereby are not intended and do not create an agency, partnership, joint venture or other type of relationship

between the Parties.

Section 7.14

Confidentiality. Each Party recognizes that, in connection with this Agreement (including during course of negotiations and diligence),

it may become privy to non-public information regarding the financial condition, operations, and prospects of the other Party, including,

without limitation, the credit underwriting criteria and Loan terms of Seller, as amended from time to time. Except as required to be

disclosed by law, each Party agrees to keep all non-public information regarding the other Party strictly confidential and to use all

such information solely in order to effectuate the purpose of this Agreement or as required by Applicable Law, unless such information

is (i) in the public domain; (ii) already in the possession of the other Party prior to its disclosure by the disclosing Party (including

information received lawfully from third parties without an obligation of confidentiality); (iii) required by law to be disclosed; (iv)

disclosed to a third party who is retained by the other party to perform services with respect to this Agreement, provided that such third

party is bound by an agreement to keep such information confidential; or (v) disclosed by Purchaser to its creditors and prospective creditors,

provided that such creditors or potential creditors are bound by an agreement to keep such information confidential.

In the event that a Party

becomes legally compelled to disclose any of the proprietary information, to the extent practicable and legally permissible, the

other Party will provide the disclosing Party with prompt prior written notice so that the disclosing Party may seek a protective

order or other appropriate remedy (including taking action to assure confidential handling of the information) at its sole cost and

expense and/or waive compliance with the provisions of this Agreement. Each Party will use its best efforts to obtain or assist the

other Party in obtaining any such protective order. Both Parties agree to keep confidential and return upon termination, or sooner

upon request, the proprietary documents and data delivered to the other with the transactions contemplated by this Agreement. The

provisions of this Section 7.14 shall survive the termination of this Agreement.

Section

7.15 Incorporation of Sale Documents; Conflict. The terms and conditions set forth in the other Sale Documents with respect to

each Transfer Date shall be incorporated herein. In the event of any conflict between the terms of this Agreement and the other Sales

Documents, the related Assignment and Conveyance Agreement shall control.

Section 7.16

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Purchaser under

this Agreement are solely the obligations of the Purchaser and shall be payable solely from the assets of the Purchaser, including the

Transferred Loans and Collections thereon. No recourse shall be had against any member, manager, officer, director, employee, or Affiliate

of the Purchaser for any obligation of the Purchaser hereunder.

Section 7.17

Acknowledgment of Financing. The Seller acknowledges that the Purchaser may, from time to time, issue notes or other obligations

secured by the Transferred Loans and the other assets of the Purchaser. In connection therewith, the Seller agrees to: (i) execute and

deliver such acknowledgment letters, estoppel certificates and recognition agreements as may be reasonably requested by any indenture

trustee, collateral agent or a holder of such obligations; (ii) provide such data tapes, loan-level information and other information

regarding the Transferred Loans as may be reasonably requested in connection with any such issuance; (iii) cooperate with any due diligence

review of the Transferred Loans conducted in connection with any such financing; and (iv) provide such opinions, certificates, and other

deliverables as are customarily required of a seller/servicer in connection with a manufactured home loan ABS transaction. Reasonable

documented expenses, including attorneys’ fees and third-party expenses, incurred by Seller under this Section 7.17 shall be reimbursed

by Purchaser and payable within ten (10) Business Days of being invoiced by Seller.

Section 7.18

Waiver of Setoff. The Seller hereby waives any right of setoff, recoupment, or counterclaim against amounts owed to the Purchaser

with respect to the Transferred Loans or Collections thereon, whether arising under this Agreement, the Servicing Agreement, or otherwise.

The Seller acknowledges that any such right of setoff would impair the Purchaser’s ability to make payments on any securities issued in

connection with a financing of the Transferred Loans.

[Signature Pages Follow]

WITNESS WHEREOF, the parties hereto have caused this Agreement

to be duly authorized, executed and delivered, as of the date first above written.

PURCHASER:

ETHZilla Modular Mortgage LLC

By:

/s/ John Saunders

Name:

John Saunders

Title:

CFO

[Signature Page to Master Loan

Purchase Agreement]

SELLER:

ZIPPY LOANS, LLC

By:

/s/ Ben Halliday

Name:

Ben Halliday

Title:

CEO

SCHEDULE 1 TO MASTER LOAN PURCHASE

AGREEMENT

ELIGIBILITY CRITERIA

for the first Purchase Commitment

issued under Agreement

EXHIBIT A TO MASTER LOAN PURCHASE

AGREEMENT

FORM

OF ASSIGNMENT AND CONVEYANCE AGREEMENT

On this ____ day of _________,

20 ___, Zippy Loans, LLC, as seller (in such capacity, the “Seller”), under that certain Master Loan Purchase Agreement

with an Effective Date of March 23, 2026 (as amended, supplemented and otherwise modified from time to time, the “Purchase Agreement”)

between the Seller and ETHZilla Modular Mortgage LLC (the “Purchaser”), do hereby agree to sell, transfer, assign, set

over and convey to the Purchaser, the designee of the Purchaser, without recourse, but subject to the terms of the Purchase Agreement

on the Transfer Date identified below (the “Transfer Date”), all right, title and interest of the Seller in, to and

under the Loans, excluding the Servicing Rights, listed on the schedule attached hereto as Annex I (the “Loans”),

together with the related Required Documents and all rights and obligations arising under the documents contained therein. All capitalized

terms used herein without definition shall have the meanings ascribed thereto in the Purchase Agreement.

The purchase and

sale of the Loans shall be subject to the terms and conditions set forth below:

Purchase Amount:

Community

Recourse Loans

The aggregate principal balance of the Community

Recourse Loans, as of the Purchase Cut-Off Date, is $ .

Non-Recourse Loans

The aggregate

principal balance of the Non-Recourse Loans, as of the Purchase Cut-Off Date, is $_______.

Total Purchase Amount

Total

Purchase Amount, as of the Purchase Cut-Off Date, is $____.

Base Purchase Price:

Community Recourse Loans

$ (calculated

on the basis of a Base Purchase Price of [***]% )

Non-Recourse Loans

$ (calculated

on the basis of a Base Purchase Price of [***]% )

Total Base Purchase Price

Accrued and Unpaid Interest and Fees:

$____________

Net Purchase Price:

$____________

Purchase Cut-Off Date:

____________

Transfer Date:

___________

Servicing Retained:

Yes.

Seller’s Wire Instructions:

As of the

Transfer Date, the Seller represents and warrants that: (i) the Seller has not previously sold, transferred, assigned, or pledged any

of the Transferred Loans listed herein to any Person other than the Purchaser, except to warehouse lenders whose liens are being released

on the Transfer Date in accordance with Section 4.2(e) of the Purchase Agreement; (ii) each Transferred Loan listed herein is free and

clear of all liens, claims, and encumbrances other than the lien being transferred hereunder, except liens of warehouse lenders being

released on the Transfer Date in accordance with Section 4.2(e) of the Purchase Agreement; (iii) the Seller is solvent as of the Transfer

Date and will not be rendered insolvent by the transfers contemplated herein; and (iv) the Net Purchase Price for each Transferred Loan

constitutes reasonably equivalent value and fair consideration for such Loan.

By its

execution and delivery of this Assignment and Conveyance Agreement, the Seller hereby represents and warrants to the Purchaser (i) that

each of the representations and warranties set forth in the Purchase Agreement are materially true and correct as of the Transfer Date,

(ii) that the Seller has performed all covenants and agreements set forth in the Purchase Agreement and this Assignment and Conveyance

Agreement required to be performed by it on or prior to the Transfer Date, (iii) that the Seller will perform all covenants and agreements

set forth in the Purchase Agreement required to be performed by it after the Transfer Date and (iv) except as otherwise allowed by the

Purchase Agreement, the Collection Policies have not been modified since the date of last delivery to the Purchaser.

By its

execution and delivery of this Assignment and Conveyance Agreement, the Purchaser hereby represents and warrants that (i) the Purchaser

has performed all covenants and agreements set forth in the Purchase Agreement and this Assignment and Conveyance Agreement required to

be performed by it on or prior to the Transfer Date and (ii) that the Purchaser will perform all covenants and agreements set forth in

the Purchase Agreement required to be performed by it after the Transfer Date.

Please

indicate your agreement with the terms set forth in this Assignment and Conveyance Agreement by countersigning a copy of this letter and

returning it to the undersigned by telecopy.

This Assignment

and Conveyance Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed an original, and

all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment

and Conveyance Agreement in Portable Document Format (PDF) shall be effective as delivery of a manually executed original counterpart

of this Assignment and Conveyance Agreement. The original documents shall be promptly delivered, if requested.

[Signatures to follow]

TO WITNESS

THIS, the parties have caused their names to be signed by their respective duly authorized officers as of the date first written above

to this ASSIGNMENT AND CONVEYANCE AGREEMENT.

ZIPPY LOANS, LLC,

as Seller

By:

Name:

Title:

ETHZilla Modular Mortgage LLC

as Purchaser

By:

Name:

Title:

ANNEX I to ASSIGNMENT AND CONVEYANCE

AGREEMENT

[Schedule of Loans]

See attached.

Schedule of Loans

to Include the Following Fields:

● Loan

● Primary

Borrower

● Funded

Date

● Unpaid

Principal Balance

● Premium

● Base

Purchase Price

● Accrued

& Unpaid Interest & Fees

● Net

Purchase Price

EXHIBIT B TO MASTER LOAN

PURCHASE AGREEMENT

APPROVED FORMS

(See attached)

EXHIBIT C TO MASTER LOAN

PURCHASE AGREEMENT

UNDERWRITING AND CREDIT POLICIES

(See Attached)

EXHIBIT D TO MASTER LOAN

PURCHASE AGREEMENT

LOAN

REPRESENTATIONS AND WARRANTIES

Pursuant

to Section 4.2(d) of the Agreement, as of the respective Transfer Date or such other date as may be specified below, Seller hereby represents

and warrants to Purchaser with respect to each Loan being sold by it the following representations and warranties:

(a) Underwriting

Guidelines and Credit Policies. The Loan was approved in substantial conformance to the Seller’s Underwriting Guidelines and

Credit Policies in effect at the time of origination.

(b) Compliance.

At the date of origination, all applicable requirements of any federal and state laws, rules and regulations applicable to the Loan, including,

without limitation, usury, lender licensing laws, consumer protection, real estate settlement procedures, predatory and abusive lending

practices, truth in lending and equal credit opportunity laws, have been complied with in all material respects, and such compliance is

not affected by the Purchaser’s ownership of such Loan.

As of the Transfer Date the Loan is not thirty (30) or more days delinquent.

(d) Enforceability

of Loan. The related Required Documents for each Loan create a valid, enforceable and perfected first-priority lien or security interest

on the related Manufactured Home (subject to any liens satisfied with proceeds of the related Loan) and contains customary and enforceable

provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Manufactured Home

of the benefits of the security, including realization by repossession in the case of a Manufactured Home that is personal property in

accordance with the Required Documents (subject to any limitation arising from any bankruptcy, insolvency or other law for the relief

of debtors or any limitations regarding the use of repossession that may apply under Applicable Law), and to the best of the Seller’s

knowledge, there is no homestead or other exemption available to the Obligor that would interfere with such right of repossession.

(e) No

Defenses. (i) The Loan is not subject to any setoff, counterclaim or defense, including the defense of usury, (ii) the operation of

any of the terms of such Loan or the exercise of any right thereunder will not render such Loan unenforceable, in whole or in any material

part, or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, in any material amount,

and (iii) to the knowledge of the Seller, no such right of rescission, setoff, counterclaim or defense had been asserted with respect

thereto. To the extent a right of rescission arises under Applicable Law with respect to a Loan, to the knowledge of the Seller, the time-period

for which an Obligor has a right of rescission has run without being exercised.

(f) Hazard and Flood

Insurance Coverage. The Manufactured Home securing each Loan is insured by a company authorized to issue insurance policies in

the jurisdiction in which the Manufactured Home is located against loss by fire and such hazards as covered under a standard

extended coverage endorsement in an amount not less than the lesser of 100% of the replacement cost of the Manufactured Home or the

outstanding principal balance of the Loan. If, upon origination of the Loan, the Manufactured Home was in an area identified in the

Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the

requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance

carrier in an amount representing coverage not less than the least of the outstanding principal balance of the Loan, the full

insurable value of the Manufactured Home, or the maximum amount of insurance that was available under the National Flood Insurance

Act of 1968, as amended. Additionally, each Loan obligates the Obligor thereunder to maintain all such insurance at the

Obligor’s cost and expense.

(g) Good

Title. Immediately prior to the transfer hereunder, the Seller had good and marketable title thereto free and clear of any encumbrance,

equity, loan, pledge, charge, claim or security interest (except such as have been or will be released contemporaneously with such transfer)

and was the sole owner thereof with full right to transfer the Loan to the Purchaser.

(h) Valid

and Lawful Assignment. The Seller has assigned all of its right, title and interest in the Loan, including without limitation the

security interest in the related Manufactured Home to the Purchaser. The Loan was not originated in and is not subject to the laws of

any jurisdiction whose laws would make such Loan unlawful or unenforceable as a result of the following (1) the transfer of such Loan

and the assignment of the security interest in the Manufactured Home securing the amount owed by the Obligor, or (2) to Seller’s

knowledge, the ownership of such Loan by the Purchaser.

(i) Loan

in Force. The obligation set forth in the Loan has not been satisfied or subordinated in whole or in part, and such Loan has not been

rescinded, and the Manufactured Home securing such Loan has not been released from the lien of such Loan.

(j) Notation of

Security Interest. If the related Manufactured Home is located in a state under the laws of which either (1) a security interest

in manufactured housing may be perfected by the notation of such security interest on the title document, then the title document

for such Manufactured Home has been delivered to the Purchaser or its designated custodian (or, if a new or replacement title

document has been applied for, such title document shall have been issued, and delivered to the Purchaser or its designated

custodian, within one hundred and eighty (180) days following the relevant Transfer Date), and such title document shows the

Servicer as the holder of a first-priority security interest in such Manufactured Home, which security interest is held by the

Servicer for the benefit of the Purchaser in accordance with Section 2.2(g) of this Agreement (provided, however, if perfection

remains outstanding beyond one hundred and eighty (180) days of the applicable Transfer Date solely due to a governmental processing

delay (and not an act or omission of Seller), Seller may request a one-time extension of up to sixty (60) additional days by

delivering, no later than ten (10) Business Days prior to the expiration of the 180-day period written evidence of (i) timely

application submission, (ii) pending status with the applicable authority, and (iii) a documented follow-up inquiry), or (2) the

perfection of a first priority security interest in the related Manufactured Home requires the filing of a UCC financing statement

against the related Obligor, then such filing has been made concurrently or promptly after origination of the Loan and shows the

Servicer as the secured party (which security interest is held by the Servicer for the benefit of the Purchaser in accordance with

Section 2.2(g) of this Agreement and is separate from and in addition to the financing statement filed pursuant to Section 2.2(a) of

this Agreement), and the file stamped copy has been delivered to the Purchaser or its designated custodian within one hundred and

eighty (180) days following the Transfer Date.

(k) Capacity

and E-Signature. To the best of the Seller’s knowledge, the Obligor (i) had reached the age of majority in accordance with the

laws of the state where the Manufactured Home is located at the time the Loan was entered into and (ii) had the legal capacity to enter

into the Loan. Any Required Documents for the Loan that required an electronic signature from the related Obligor were signed with a digital

or electronic signature that complied with Applicable Law, including, as applicable, the Electronic Signatures in Global and National

Commerce Act or the Uniform Electronic Transaction Act.

(l) No

Defaults; Waiver. (i) To the best of the Seller’s knowledge, as of the Transfer Date, there was no default, breach, violation

or event permitting acceleration existing under the Loan and no event that, with notice and the expiration of any grace or cure period,

would constitute such a default, breach, violation or event permitting acceleration under such Loan (except as permitted by the representation

set forth in clause (c) above), (ii) the Seller has not waived any such default, breach, violation or event permitting acceleration (except

as permitted by the representation set forth in clause (c) above) and (iii) the terms of the Loan have not been waived, altered or modified

in any material respect, including any deferral.

(m) Condition.

To the best of the Seller’s knowledge, without an affirmative obligation to inspect or confirm the condition of the Manufactured

Home, the related Manufactured Home (i) has not suffered any material damage (including, without limitation, damage resulting from hurricanes,

earthquakes, floods, tornadoes, straight-line winds, sinkholes, mudslides, volcanic eruptions or other natural disasters), excluding normal

wear and tear, that is not covered by a hazard insurance policy and (ii) is not subject to condemnation proceedings. At the time of origination

of the Loan, to the best of the Seller’s knowledge, without an affirmative obligation to inspect or confirm the condition of the

Manufactured Home, the Manufactured Home is in habitable condition.

(n) Taxes

Paid. To the best of the Seller’s knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments

or insurance premiums, including assessments payable in future installments or other outstanding charges, affecting the related Manufactured

Home.

(o) Data

and FICO Score. The information on the Loan Schedule correctly and accurately reflects the information contained in the Seller’s

records (including, without limitation, the Required Documents) in all material respects. As of the closing date of each Loan as, applicable:

(i) the most recent FICO score was no more than six months old, and (ii) no appraisal or other property valuation was more than 12 months

old.

(p) High

Cost. The Loan is not (a) classified as “high cost” loans under the Home Ownership and Equity Protection Act of 1994,

as amended, or (b) a “high cost” “threshold,” “covered,” or “predatory,” or similar loan

classification under any other applicable state, federal or local law (or similarly classified loan using different terminology under

a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates,

points or fees).

(q) No Fraud or Identity

Theft. No fraud, misrepresentation, gross negligence or similar occurrence with respect to the Loan has taken place on the part of

the Seller, or to the best of the Seller’s knowledge, the Obligor, in the origination, servicing or sale of the Loan, as applicable,

that would impair in any material respect the rights of the Purchaser in the Loan or that violated Applicable Law. To the best the best

of the Seller’s knowledge, the Loan was not originated as a result of identity theft.

(r) Manufactured

Home. The related Manufactured Home is (a) a “manufactured home” within the meaning of Section 5402(6) of Title 42 of

the United States Code (the “Code”) and within the meaning of Section 25(e)(10) of the Code, (b) “modular home”

constructed in conformance with building codes applicable in the jurisdiction in which the home is affixed as real property, or (c) a

“park model home” constructed in conformance with ANSI A119.5 and applicable state regulations.

(s) Manufactured

Home Not Real Estate and No Mortgage Security. The related Manufactured Home is not generally considered or classified as part of

the real estate on which it is located under the laws of the jurisdiction in which it is located. No Loan is secured, or intended to be

secured, in whole or in part by the lien of a mortgage or deed of trust creating a lien on an estate in fee simple in the real property

where the Manufactured Home is located.

(t) UCC

Treatment, Transfer to E-Vault, and Delivery of Required Documents. Each Loan constitutes ‘electronic chattel paper’ within the meaning

of the applicable UCC and there is only a single authoritative copy of the related Obligor Loan Agreement.

(u) Equal

Installments and Source of Payments. The Loan provides for level monthly payments that, if paid on each scheduled payment due date,

will amortize the unpaid principal balance of such Loan over its term. With respect to each Loan, no portion of the loan proceeds has

been escrowed for the purpose of making scheduled payments on behalf of the Obligor under the Loan. Except as expressly permitted by the

Underwriting Guidelines and Credit Policies, the Loan provides for level monthly payments that, if paid on each scheduled payment due

date, will amortize the unpaid principal balance of such Loan over its term.

(v) Obligor.

The Obligor is a natural person or other acceptable form of Person (e.g. land trust), and to the best of the Seller’s knowledge,

at the time of origination, the Obligor (other than a non-borrowing spouse who signs the related loan documentation due to state community

property laws or other reasons) was legally entitled to reside in the United States.

(w) Due

on Sale. Except to the extent enforcement of the provision is limited by Applicable Law, the Obligor Loan Agreement for the Loan contains

an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Loan in the event that the related

Manufactured Home is sold or transferred without the prior written consent of the lender.

(x) Licenses.

The Seller is (or, during the period in which it held, serviced and disposed of an interest in the Loan or engaged in any activity with

respect to the Loan, was) duly licensed or approved and validly authorized under Applicable Law to originate, own, service or hold its

interest in such Loan, or was exempt from such licensing or approval requirements, except to the extent the failure to maintain such license

does not impact the validity of such Loan or the ability of the Loan to be enforced in accordance with its terms.

(y) Servicing.

To the best knowledge of Seller, the servicing of each Loan while owned by the Seller prior to the Transfer Date complied in all material

respects with all Applicable Law.

EXHIBIT E TO MASTER LOAN PURCHASE AGREEMENT

PURCHASE

COMMITMENT

Commitment Number:

Effective Date:

, 202

Commitment Period:

, 202_ to , 202_

Commitment Amount:

This PURCHASE

COMMITMENT is entered into as of the Effective Date set forth above by ZIPPY LOANS, LLC, a Delaware Limited Liability Company, as seller

(the “Seller”), and ETHZilla Modular Mortgage LLC, a Florida limited liability company, as Purchaser (the “Purchaser”).

Reference is hereby made to the Master Loan Purchase Agreement (the “Purchase Agreement”), with an Effective Date of

[March] [23], 2026, among the Purchaser and the Seller.

All capitalized

terms used herein without definition shall have the meanings ascribed thereto in the Purchase Agreement.

1. Commitment

to Purchase Loans. During the period as identified above as the Commitment Period, Purchaser commits to purchase Loans from Seller

up to the Commitment Amount as set forth above, and Seller commits, on a reasonable best efforts basis, to originate and sell Loans in

conformance with the minimum Eligibility Criteria attached as schedule hereto during such Commitment Period.

The purchase

by Purchaser from Seller of the Loans for such Commitment Period is expected to occur on each Transfer Date as set forth in the related

Assignment and Conveyance Agreement, and each Transfer Date shall occur during the Commitment Period set forth above.

Each Loan

being sold by Seller and purchased by Purchaser for such Commitment Period shall have a Base Purchase Price as set forth in the Purchase

Agreement.

2. Eligibility

Criteria. As of the related Transfer Date, the characteristics of each Loan being sold pursuant to this Purchase Commitment, the related

Assignment and Conveyance Agreement and the Purchase Agreement shall satisfy the minimum Eligibility Criteria attached as schedule hereto

and shall comply in all material respects with the Underwriting Guidelines and Credit Policies.

3. Purchase

Confirmation of Transferred Loans. Subject to the terms, provisions and conditions of this Purchase Commitment and the Purchase Agreement

and with respect to each Transfer Date, Seller shall prepare and deliver to Purchaser the related Assignment and Conveyance Agreement

that identifies each Transferred Loan for the Commitment Period being purchased and sold pursuant hereto on such Transfer Date.

Within one

(1) Business Day of receipt from Seller, Purchaser shall agree to, acknowledge and return to Seller the Assignment and Conveyance Agreement

for the purchase of such Transferred Loans.

4. Net

Purchase Price. On the related Transfer Date, Purchaser shall pay to Seller the Net Purchase Price for each Transferred Loan identified

in the related Assignment and Conveyance Agreement.

5. Incorporation

by Reference; Ratification of Purchase Agreement. As supplemented by this Purchase Commitment, the Purchase Agreement is incorporated

herein by this reference and is in all respects ratified and confirmed and the Purchase Agreement as so supplemented by this Purchase

Commitment shall be read, taken and construed as one and the same instrument. Each of the Seller and Purchaser hereby affirm to the other,

that all of its respective representations and warranties set forth in the Purchase Agreement and as applicable to this Purchase Commitment

are true and correct as of the date hereof.

6. Counterparts.

This Purchase Commitment may be executed in two or more counterparts (and by different parties in separate counterparts), each of which

shall be an original but all of which together shall constitute the same instrument.

Governing

Law. THIS PURCHASE COMMITMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,

RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS

PROVISIONS (OTHER THAN §5-1401 AND

§5-1402 OF THE NEW YORK GENERAL

OBLIGATIONS LAW)).

IN WITNESS WHEREOF, the parties

hereto have caused this Purchase Commitment to be duly executed by their respective officers as of the day and year first above written.

Zippy Loans, LLC, as Seller

By:

Name:

Title:

ACCEPTED AND AGREED TO BY:

ETHZilla Modular Mortgage LLC, as Purchaser

By:

Name:

Title:

EXHIBIT

COLLECTION POLICIES

EX-10.2 — PURCHASE COMMITMENT, EFFECTIVE AS OF MARCH 23, 2026, BY AND BETWEEN ZIPPY LOANS, LLC AND ETHZILLA MODULAR MORTGAGE LLC

EX-10.2

Filename: ea028375501ex10-2.htm · Sequence: 3

Exhibit 10.2

PURCHASE

COMMITMENT

Commitment Number:

Effective Date:

March 23, 2026

Commitment Period:

March 23, 2026_ to June 30, 2026_

Commitment Amount:

$ 15,000,000

This PURCHASE

COMMITMENT is entered into as of the Effective Date set forth above by ZIPPY LOANS, LLC, a Delaware Limited Liability Company, as seller

(the “Seller”), and ETHZilla Modular Mortgage LLC, a Florida limited liability company, as Purchaser (the “Purchaser”).

Reference is hereby made to the Master Loan Purchase Agreement (the “Purchase Agreement”), with an Effective Date of

March 23, 2026, among the Purchaser and the Seller.

All capitalized

terms used herein without definition shall have the meanings ascribed thereto in the Purchase Agreement.

1. Commitment to Purchase

Loans. During the period as identified above as the Commitment Period, Purchaser commits to purchase Loans from Seller up to the

Commitment Amount as set forth above, and Seller commits, on a reasonable best efforts basis, to originate and sell Loans in conformance

with the minimum Eligibility Criteria attached as schedule hereto during such Commitment Period.

The purchase

by Purchaser from Seller of the Loans for such Commitment Period is expected to occur on each Transfer Date as set forth in the related

Assignment and Conveyance Agreement, and each Transfer Date shall occur during the Commitment Period set forth above.

Each Loan

being sold by Seller and purchased by Purchaser for such Commitment Period shall have a Base Purchase Price as set forth in the Purchase

Agreement.

2. Eligibility Criteria.

As of the related Transfer Date, the characteristics of each Loan being sold pursuant to this Purchase Commitment, the related Assignment

and Conveyance Agreement and the Purchase Agreement shall satisfy the minimum Eligibility Criteria attached as schedule hereto and shall

comply in all material respects with the Underwriting Guidelines and Credit Policies.

3. Purchase Confirmation

of Transferred Loans. Subject to the terms, provisions and conditions of this Purchase Commitment and the Purchase Agreement and

with respect to each Transfer Date, Seller shall prepare and deliver to Purchaser the related Assignment and Conveyance Agreement that

identifies each Transferred Loan for the Commitment Period being purchased and sold pursuant hereto on such Transfer Date.

Within one

(1) Business Day of receipt from Seller, Purchaser shall agree to, acknowledge and return to Seller the Assignment and Conveyance Agreement

for the purchase of such Transferred Loans.

4. Net Purchase Price.

On the related Transfer Date, Purchaser shall pay to Seller the Net Purchase Price for each Transferred Loan identified in the related

Assignment and Conveyance Agreement.

5. Incorporation by Reference;

Ratification of Purchase Agreement. As supplemented by this Purchase Commitment, the Purchase Agreement is incorporated herein by

this reference and is in all respects ratified and confirmed and the Purchase Agreement as so supplemented by this Purchase Commitment

shall be read, taken and construed as one and the same instrument. Each of the Seller and Purchaser hereby affirm to the other, that

all of its respective representations and warranties set forth in the Purchase Agreement and as applicable to this Purchase Commitment

are true and correct as of the date hereof.

6. Counterparts. This

Purchase Commitment may be executed in two or more counterparts (and by different parties in separate counterparts), each of which shall

be an original but all of which together shall constitute the same instrument.

Governing

Law. THIS PURCHASE COMMITMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,

RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS

PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

IN WITNESS WHEREOF, the parties

hereto have caused this Purchase Commitment to be duly executed by their respective officers as of the day and year first above written.

Zippy Loans, LLC, as Seller

By:

/s/ Ben Halliday

Name:

Ben Halliday

Title:

CEO

ACCEPTED AND AGREED TO BY:

ETHZilla Modular Mortgage LLC, as Purchaser

By:

/s/ John Saunders

Name:

John Saunders

Title:

CFO

SCHEDULE 1 PURCHASE COMMITMENT

ELIGIBILITY CRITERIA

for the Purchase Commitment

SCHEDULE 1 TO MASTER LOAN PURCHASE

AGREEMENT

ELIGIBILITY CRITERIA

for the first Purchase Commitment

issued under Agreement

EX-10.3 — MASTER LOAN SERVICING AGREEMENT, DATED AS OF MARCH 23, 2026, BY AND BETWEEN ZIPPY LOANS, LLC AND ETHZILLA MODULAR MORTGAGE LLC

EX-10.3

Filename: ea028375501ex10-3.htm · Sequence: 4

Exhibit 10.3

Execution

Version

CERTAIN

CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE

IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION

AS PRIVATE OR CONFIDENTIAL.

Ethzilla

Modular Mortgage LLC,

PURCHASER

Zippy

Loans, LLC,

SELLER

& SERVICER

Master

Loan Servicing Agreement

Dated

as of March 23, 2026

This

MASTER LOAN SERVICING AGREEMENT (this “Agreement”), dated as of March 23, 2026 (the “Execution Date”),

is entered into by and between Zippy Loans, LLC, a Delaware limited liability company, as seller and servicer (the “Seller”

and “Servicer”) and ETHZilla Modular Mortgage LLC, a Florida limited liability company (the “Purchaser”

and together with the Seller/Servicer, the “Parties,” and each, a “Party”).

RECITALS

WHEREAS,

pursuant to that certain master loan purchase agreement dated as of the Execution Date, by and between the Seller and the Purchaser (the

“Purchase Agreement”), the Purchaser has agreed to purchase, and the Seller has agreed to sell, from time to time, certain

Loans, to be listed on the Schedule of Loans to each Assignment and Conveyance Agreement (as each such term is defined in the Purchase

Agreement) (collectively, such Loans, the “Transferred Loans”); and

WHEREAS,

the Seller has retained the Servicing Rights to the Transferred Loans and will provide the Servicing Services with respect to the Transferred

Loans on the terms and subject to the conditions as more fully described in this Agreement and is willing to provide such services on

those terms and conditions.

NOW,

THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties hereby agree as follows:

ARTICLE

DEFINITIONS

Section

1.1 Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement. The

rules of construction set forth in the Purchase Agreement shall apply to this Agreement and are hereby incorporated by reference into

this Agreement as if set forth fully herein. To the extent that the definitions set forth in the Purchase Agreement are amended from

time to time, such definitions shall apply to and be incorporated in this Agreement by reference as though attached hereto. As used in

this Agreement, the following words shall have the meanings set forth below:

“Accepted

Servicing Practices” means, with respect to any Transferred Loan, those servicing practices (including without limitation, collection

practices) (i) that are in accordance with the terms and provisions of the related Obligor Loan Agreement, (ii) that comply with Applicable

Laws, and (iii) that are in accordance with the customary, usual and reasonable loan servicing standards of prudent institutions that

service loans of the same type as the Transferred Loans in the jurisdiction where the related Home is located, provided that such standards

are not in violation or breach of the preceding clauses (i) or (ii).

“Ancillary

Income” means, with respect to each Transferred Loan, late payment fees, insufficient fund (“NSF”) fees, assumption

fees or other servicing fees that may be imposed on Obligors by the Servicer for performing services related to the servicing of a Transferred

Loan collected by the Servicer from Obligor as permitted under the related Obligor Loan Agreements and Applicable Law.

“Collection

Period” means, with respect to each Reporting Date, the immediately preceding calendar month; provided, however,

the Collection Period for the initial Reporting Date with respect to any Transferred Loan shall be the period from the applicable Purchase

Cut-Off Date to and including the last day of the calendar month prior to such initial Reporting Date.

“Community

Recourse Loan” has the meaning provided in the Purchase Agreement.

“Default

Servicing Fees” the fees associated with Default Servicing Services set forth on Exhibit A-2 to this Agreement.

“Default

Servicing Services” the services described on Exhibit A-2 to this Agreement. “Defective Loan” means

any Loan that failed to satisfy the Eligibility Criteria as defined in the Purchase Agreement as of the related Transfer Date or with

respect to which another Repurchase Event has occurred.

“Delegated

Authority Matrix” means the matrix of servicing related activities designating whether the Servicer must obtain prior authorization

from the Purchaser to perform a particular activity in connection with the servicing of the Transferred Loans and attached hereto as

Exhibit D.

“Force

Majeure Event” means any event or circumstances beyond the reasonable control of and without the fault or negligence of the

Person claiming force majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance

of electricity due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military

or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake;

abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; epidemic or pandemic; the binding

order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure

to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability

of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the

foregoing results from the failure of the Person claiming force majeure to have exercised reasonable diligence); and failure of equipment

not utilized by or under the control of the Person claiming force majeure. For the avoidance of doubt, a Force Majeure Event shall not

include any failure of the Servicer’s information technology systems, cybersecurity breach or data loss event to the extent resulting

from the Servicer’s failure to maintain commercially reasonable cybersecurity practices and controls.

“Home”

or “Manufactured Home” means, with respect to any Transferred Loan, a dwelling unit known as or considered to be a manufactured

home, modular home or any other home constructed in a factory, that is titled as chattel property in the applicable jurisdiction where

such dwelling unit is located, and that secures the indebtedness of the Obligor under such Transferred Loan.

“Lien”

means any mortgage, deed of trust, lien, pledge, charge, security interest, easement or encumbrance of any kind, whether or not filed,

recorded or otherwise perfected or effective under Applicable Law.

“Monthly

Servicer Report” has the meaning set forth in Section 3.1 of this Agreement.

“Non-Recourse

Loan” has the meaning provided in the Purchase Agreement.

“Protective

Advance” means an advance made by the Servicer to pay real or personal property taxes, or other taxes, charges or other items

that can obtain a lien status equal or superior to the Lien securing a Transferred Loan, or to pay premiums for required hazard insurance

covering the related Home, when such payments are not made by the Obligor.

“Purchase

Agreement” has the meaning set forth in the recitals of this Agreement.

“Purchaser

Collection Account” means that certain segregated account established at a federally insured deposit institution in the name

of the Purchaser, which account shall at all times be held for the benefit of the Purchaser and any other secured party designated by

the Purchaser.

“Purchaser

Servicing Account” means that certain segregated account established at a federally insured deposit institution in the name

of the Servicer.

“Reporting

Date” means, the close of business on the fifteenth (15th) day of each month, or, if such day is not a Business Day,

the immediately succeeding Business Day, beginning in April 2026.

“Repurchase

Event” has the meaning set forth in the Purchase Agreement.

“Routine

Servicing Services” the services described on Exhibit A-1 to this Agreement. “Seller” has the meaning

assigned to such term as set forth in the first paragraph of this Agreement.

“Servicer”

has the meaning assigned to such term as set forth in the first paragraph of this Agreement.

“Servicer

Event of Default” has the meaning assigned to such term pursuant to Section 4.1 of this Agreement.

“Servicing

Account” means that certain account established and maintained at a federally insured deposit institution in the name of the

Servicer in accordance with Section 2.3(f), to which the Servicer has instructed all Obligors to direct any and all payments required

to be made pursuant to an Obligor Loan Agreement or in connection with a Loan, including, without limitation, all Collections with respect

to the Transferred Loans.

“Servicing

Fee” means, for each Payment Date, (i) the product of (a)(I) [***] basis points ([***]%), if the Primary Obligor for the Transferred

Loan had a FICO Score of [***], (II) [***] basis points ([***]%), if the Primary Obligor for the Transferred Loan had a FICO Score

of [***], or (III) [***] basis points ([***]%), if the Primary Obligor for the Transferred Loan had a FICO Score of [***],

(b) the aggregate Loan Balance of all Transferred Loans serviced by the Servicer hereunder as of the last day of the related Collection

Period, and (c) 1/12, plus (ii) if applicable, for each Community Recourse Loan, the product of (a) [***] basis points ([***]%),

(b) the aggregate Loan Balance of all Transferred Loans that are Community Recourse Loans serviced by the Servicer hereunder as of the

last day of the related Collection Period, and (c) 1/12; provided, however, there shall be a minimum monthly Servicing Fee of [***] dollars

($[***]) for each Transferred Loan serviced by Servicer hereunder.

“Servicing

Files” means such files, documents, and computer files listed on Exhibit C hereto, necessary for the Servicer to perform

its duties hereunder.

“Servicing

Rights” means, with respect to each Transferred Loan, all rights and obligations to service, administer, or collect payments

for such Transferred Loan and to receive the servicing fees in consideration for the servicing of such Transferred Loan, together with

the obligations incumbent with such servicing, including without limitation, the right and obligation to collect, receive, process and

remit payments with respect to the Transferred Loans to the Purchaser in accordance with the Purchase Agreement.

“Servicing

Services” means the Routine Servicing Services and the Default Servicing Services, as the context may require.

“State”

means any one or more of the states comprising the United States and the District of Columbia.

“Transferred

Loans” has the meaning set forth in the recitals of this Agreement.

“Transition

Expenses” means all reasonable costs and expenses incurred by the Servicer, the Purchaser and its designated successor servicer

in connection with the transfer of servicing pursuant to Section 4.4 of this Agreement.

ARTICLE

SERVICING

SERVICES; ACCEPTED SERVICING PRACTICES

Section

2.1 General.

(a)

Appointment; Accepted Servicing Practices. The Servicer, as the owner of the Servicing Rights, shall service and administer the

Transferred Loans, and shall, subject to the items in the Delegated Authority Matrix that require the Purchaser’s prior authorization,

have full power and authority to do any and all things in connection with such servicing and administration which the Servicer may deem

necessary or desirable, consistent with the terms of this Agreement, with Accepted Servicing Practices and in compliance with Applicable

Law. For the avoidance of doubt, the Servicer is authorized to engage in all generally accepted servicing and collection practices that

are in accordance with Accepted Servicing Practices, including but not limited to undertaking servicing activities defined as Routine

Servicing Services and Default Servicing Services in this Agreement, subject to the Delegated Authority Matrix. Any Servicing Services

listed in the Delegated Authority Matrix that do not require the Purchaser’s prior authorization or services that are not addressed

in the Delegated Authority Matrix may be conducted without the Purchaser’s prior authorization. The Servicer must obtain the Purchaser’s

prior authorization for servicing activities designated as requiring such prior authorization in the Delegated Authority Matrix.

(b)

Compensation. The Purchaser hereby agrees that the Servicer shall be entitled, as compensation to the Servicer providing the Servicing

Services, to payment of the Servicing Fee in accordance with Section 2.5(a) of the Purchase Agreement. The Servicer shall also

be entitled to retain all Ancillary Income, Default Servicing Fees and third-party servicing expenses with respect to the Transferred

Loans in accordance with Section 2.1(f). To the extent there are insufficient funds on deposit in the Servicing Account, the Purchaser

Servicing Account or the Purchaser Collection Account to pay the Servicing Fee, Default Servicing Fee and/or Ancillary Income to the

Servicer with respect to any Payment Date, the Purchaser shall pay the amount of any remaining unpaid Servicing Fee, Default Servicing

Fee or Ancillary Income to the Servicer within five (5) Business Days of demand therefor by the Servicer; provided that the Purchaser

shall have no obligation to pay any shortfall to the extent (i) a Servicer Event of Default has occurred and is continuing, and (ii)

such shortfall results from the Servicer’s failure to perform the Servicing Services in accordance with the Servicing Standard, gross

negligence or willful misconduct of the Servicer or any of its officers, employees, or agents.

(c)

Protective Advances. If the Servicer receives written notice of the nonpayment by an Obligor of taxes, required insurance or other

charges which may result in a Lien upon a Home, or required insurance is not maintained by the Obligor as required by the Obligor Loan

Agreement, the Servicer, at its option, may make a Protective Advance to pay such taxes, hazard insurance premiums or other charges.

If the Servicer shall have paid any such Protective Advances directly on behalf of an Obligor, the Servicer may add such amount to the

Loan Balance of the related Loan as provided in the Obligor Loan Agreement and subject to compliance with Applicable Law. The Purchaser

agrees to reimburse the Servicer for any such Protective Advance. The Servicer shall be entitled to retain the amount of any reimbursable

Protective Advances with respect to the Transferred Loans in accordance with Section 2.1(f). To the extent there are insufficient

funds on deposit in the Servicing Account, the Purchaser Servicing Account or the Purchaser Collection Account to reimburse the amount

of Protective Advances to the Servicer with respect to any Payment Date, the Purchaser shall pay the amount of any remaining unreimbursed

Protective Advances to the Servicer within five (5) Business Days of demand therefor by the Servicer; provided that the Purchaser shall

have no obligation to pay any shortfall to the extent (i) a Servicer Event of Default has occurred and is continuing, and (ii) such shortfall

results from the Servicer’s failure to perform the Servicing Services in accordance with the Servicing Standard, gross negligence or

willful misconduct of the Servicer or any of its officers, employees, or agents.

(d)

Expenses. In connection with Transferred Loans, the Servicer will bill reasonable and bona fide third-party servicing expenses

to the Purchaser at actual cost to the Servicer, without mark-up. The Servicer will share its list of average third-party servicing expenses

with Purchaser upon request. The Servicer may retain the amount of any reimbursable third-party servicing expenses in accordance with

Section 2.1(f). To the extent there are insufficient funds on deposit in the Servicing Account, the Purchaser Servicing Account

or the Purchaser Collection Account to pay the any reimbursable third-party servicing expenses due and owing to the Servicer with respect

to any Payment Date, the Purchaser shall pay the Servicer the remaining amount due within five (5) Business Days of demand therefor by

the Servicer; provided that the Purchaser shall have no obligation to pay any shortfall to the extent (i) a Servicer Event of Default

has occurred and is continuing, and (ii) such shortfall results from the Servicer’s failure to perform the Servicing Services in accordance

with the Servicing Standard, gross negligence or willful misconduct of the Servicer or any of its officers, employees, or agents. Subject

to the Delegated Authority Matrix, Servicer may incur reasonable, out-of-pocket and documented third-party servicing expenses without

the Purchaser’s prior authorization.

(e)

Delegation. The Servicer may subcontract with any other Person for servicing and administering the Transferred Loans, collecting

any proceeds of the Transferred Loans and may otherwise delegate all or substantially all of its duties hereunder; provided that

(i) the Servicer shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable

to any such Person, (ii) the delegation or subcontracting arrangement with such Person must provide for the performance of duties and

obligations by such Person in a manner consistent with this Agreement, (iii) the Servicer shall not be relieved of, and shall remain

liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any delegation

or subcontracting arrangement and (iv) upon the request of the Purchaser, the Servicer shall provide to the Purchaser a list and description

of delegated duties performed by such Person. Each Person entering into a subservicing arrangement (excluding, for the avoidance of doubt,

any third party vendors that provide discrete services to or on behalf of the Servicer but are not otherwise responsible for servicing

and collecting the Transferred Loans) with the Servicer relating to the Transferred Loans shall agree to examination and audit rights

of the Purchaser hereunder over the activities being performed by such Person for the Transferred Loans.

(f)

Collections; Accounts. On the Execution Date, the Servicer shall have established a segregated Servicing Account. The Servicer

shall have established a Purchaser Servicing Account on or prior to the first Transfer Date, which Purchaser Servicing Account shall

be established as a segregated account with all funds held in trust for the Purchaser (subject to funds owed to the Servicer in its capacity

as a servicer of such loans). The Servicer shall (1) direct all Obligors to make all wire transfer and ACH transfer payments with respect

to the Transferred Loans directly to the Servicing Account and (2) shall deposit, or cause to be deposited, all Collections received

by the Servicer with respect to the Transferred Loans directly to the Servicing Account promptly upon receipt thereof. The Servicer shall

cause all amounts on deposit in the Servicing Account with respect to the Transferred Loans to be swept to the Purchaser Servicing Account

within two (2) Business Days of receipt, identification and deposit in the Servicing Account thereof; provided, however, that the Servicer

may withdraw and retain, for its own account, from amounts on deposit in the Servicing Account the amount of any Servicing Fee, Default

Servicing Fee, Ancillary Income, Protective Advance or other reimbursable third party expenses due and owing to the Servicer, in each

case as set forth in the related Monthly Servicer Report; provided further that if Purchaser disputes any amount so retained,

Servicer shall promptly provide supporting documentation and the parties shall cooperate in good faith to resolve such dispute within

ten (10) Business Days.

(g)

Account Control Agreement. On or prior to the first Transfer Date, the Servicer shall deliver to Purchaser a fully executed account

control agreement with respect to the Purchaser Servicing Account, in form and substance reasonably acceptable to Purchaser, granting

Purchaser control over the Purchaser Servicing Account within the meaning of the applicable UCC.

(h)

Obligor Communications. The Purchaser agrees to promptly notify the Servicer of any communications received by the Purchaser from

any Obligor with respect to any Transferred Loan.

(i)

Backup Servicer. Upon the earlier of (i) Purchaser’s written request and (ii) the occurrence of a Servicer Event of Default, the

Servicer shall use commercially reasonable efforts to cooperate with the Purchaser in identifying and onboarding a successor or backup

servicer acceptable to the Purchaser. In furtherance thereof, the Servicer shall provide any such identified backup servicer with reasonable

access to the Servicing Files, systems and personnel necessary to enable such backup servicer to assume the Servicing Services. Until

a successor or backup servicer has assumed the Servicing Services, the Servicer shall continue to perform all Servicing Services in accordance

with this Agreement. For the avoidance of doubt, all ongoing servicing fees and expenses of a successor or backup servicer (other than

Transition Expenses, which shall be borne by the Servicer in accordance with Section 4.4) are to be paid by Purchaser.

(j)

Repurchase Events. Upon receipt of notice of a Repurchase Event with respect to any Transferred Loan, the Servicer shall continue

to service such Transferred Loan in accordance with Accepted Servicing Practices until the earlier of (i) the date on which the related

Repurchase Price is paid in full by the Seller to the Purchaser, (ii) the date on which the related Repurchase Event is waived in writing

by the Purchaser, (iii) the date on which the underlying breach giving rise to the Repurchase Event is cured in accordance with the Purchase

Agreement, or (iv) the date on which such Transferred Loan is paid in full by the related Obligor. All Collections received with respect

to such Transferred Loan during such period shall continue to be remitted to the Purchaser in accordance with this Agreement and the

Purchase Agreement.

(k)

Loss Payee Designation. As of each Transfer Date, to the extent the loss payee designation on any hazard insurance policy related

to a Transferred Loan names the Servicer or Seller, such designation is held by the Servicer for the benefit of the Purchaser in accordance

with Section 2.2(g) of the Purchase Agreement. The Servicer shall use commercially reasonable efforts to cause the loss payee designation

on each hazard insurance policy to be updated to reflect the Purchaser or its assignee within one hundred and eighty (180) days of the

related Transfer Date, and shall maintain records evidencing such updates available for inspection by Purchaser upon request. Upon the

occurrence of a Servicer Event of Default, the termination of this Agreement for any reason, or the occurrence of any Stop Purchase Event,

the Servicer shall promptly take all actions necessary to cause all remaining loss payee designations to be transferred to the Purchaser

or its designee, at the Servicer’s sole cost and expense. This section shall survive the termination of this Agreement.

(l)

Acknowledgment of Security Interest Arrangements. The Servicer hereby acknowledges and agrees that, in its capacity as Servicer

hereunder, it is bound by and shall comply with the terms of Section 2.2(g) of the Purchase Agreement with respect to all security interests,

title notations, UCC-1 financing statements and loss payee designations on hazard insurance policies related to the Transferred Loans

held in the Servicer’s name. The Servicer confirms that all such security interests and related rights are held solely for the benefit

of the Purchaser in accordance with Section 2.2(g) of the Purchase Agreement, and the Servicer shall have no beneficial interest therein.

The Servicer’s obligations under this Section 2.1(k) shall survive the termination of this Agreement.

ARTICLE

III

SERVICER

REMITTANCE; REPORTING; REVIEW AND RECORDS

Section

3.1 Monthly Servicer Report. On or before each Reporting Date, the Servicer shall deliver to the Purchaser, a report (the “Monthly

Servicer Report”) substantially in a form to be mutually agreed by the Servicer and the Purchaser and containing the data fields

attached hereto as Exhibit B prior to the first Reporting Date. The Monthly Servicer Report shall be completed with the information

specified therein for the related Collection Period and shall contain certifications (or shall be accompanied by an officer’s certificate

of the Servicer certifying) that (i) the information contained therein is true, correct and complete in all material respects as of the

date thereof and (ii) the Servicer has performed its obligations under this Agreement in all material respects during the related Collection

Period. Upon Purchaser’s written request in connection with any Financing Transaction, Servicer shall deliver the Monthly Servicer Report

simultaneously to such additional parties as Purchaser may designate in writing from time to time who is bound by a confidentiality provision

consistent with Section 10.2 of this Agreement, including any trustee, collateral agent, other party to such Financing Transaction, or

any other party agreed to by Purchaser and Servicer in writing, provided that Servicer’s consent shall not be unreasonably withheld.

Unless otherwise agreed to in writing by Purchaser and Servicer, the Monthly Servicing Report provided to a party designated by Purchaser

in writing pursuant to the proceeding sentence shall consist of aggregate portfolio data, without inclusion of nonpublic personal information

or personally identifiable information.

Section

3.2 Remittance. On each Payment Date, Servicer shall cause the remittance by wire transfer of immediately available funds from

the Purchaser Servicing Account to the Purchaser Collection Account or any other bank account designated in writing by Purchaser pursuant

to the waterfall set forth in Section 2.5 of the Purchase Agreement; provided, however, that the Servicer may withdraw

and retain, without duplication, for its own account, from amount on deposit in the Purchaser Servicing Account the amount of any Servicing

Fee, Default Servicing Fee, Ancillary Income, Protective Advance or other reimbursable third party expenses due and owing to the Servicer.

Section

3.3 Audit and Review of Servicer.

(a)

Upon reasonable advance written notice by Purchaser during the Term hereof, Servicer shall (i) give Purchaser or Purchaser’s agents

reasonable access during normal business hours to records, reports, information and documentation relating to the Transferred Loans (including

but not limited to all computerized documentation held by Servicer in connection with the Transferred Loans), and (ii) cause its officers

and personnel to cooperate with Purchaser in such access, including, without limitation, upon reasonable notice to Servicer, permitting

Purchaser or its agents, at Purchaser’s expense, to audit, examine, review and make copies or extracts of all or any of such records,

reports, information and documentation (including the related Required Documents and Servicing Files) in possession, or under the control,

of Servicer regarding the Transferred Loans. Without otherwise limiting the scope of the audit or examination by Purchaser, Purchaser

may, using generally accepted audit procedures, verify the status of each Transferred Loan and

review records relating thereto for conformity to the Monthly Servicer Reports prepared pursuant to Section 3.1.

(b)

Any access, examination or audit referred to in this Section 3.3 will be conducted during normal business hours of Servicer and in a

manner that is undertaken so that it does not materially interfere with or disrupt Servicer’s normal operations or customer or

employee relations.

(c)

Purchaser shall be responsible for all reasonable out-of-pocket expenses incurred by Purchaser and Servicer relating to any examination

or audit of Servicer, unless a Servicer Event of Default has occurred in which case Servicer shall be responsible for all reasonable

out-of-pocket expenses incurred by Purchaser and Servicer relating to any examination or audit of Servicer.

Section

3.4 Books and Records. All rights arising out of the Transferred Loans, including, but not limited to, all proceeds received on

or in connection with the Transferred Loans, shall be received and held by Servicer in trust for the benefit of Purchaser as the owner

of the Transferred Loans.

Servicer

shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Transferred Loan from the Transfer

Date, which shall be marked clearly to reflect the ownership of each Transferred Loan by Purchaser. In particular, Servicer shall maintain

in its possession in a secured digital format, available for inspection by Purchaser, or its designee, and shall deliver to Purchaser

upon demand, documentation that is customary and reasonably appropriate to evidence Servicer’s compliance with all Applicable Laws

in servicing each of the Transferred Loans hereunder. To the extent that original documents are not required for purposes of realization

of Collections from the Transferred Loans, documents relating to the servicing of the Transferred Loans maintained by Servicer may be

held electronically or in such other reliable means of recreating original documents consistent with Accepted Servicing Practices.

all times during the Term hereof, Servicer shall keep available a copy of the Schedule of Loans in a secured digital format for inspection

by Purchaser or its agents. Servicer shall maintain with respect to each Transferred Loan and shall make available in a secured digital

format for inspection by Purchaser or its designee the related Servicing File during the time Purchaser retains ownership of a Transferred

Loan and thereafter in accordance with Applicable Laws.

Servicer

shall maintain, in a secured digital format, books and records in which, subject to such reasonable requirements as it may prescribe,

Servicer shall note transfers of Transferred Loans. For the purposes of this Agreement, Servicer shall be under no obligation to deal

with any Person with respect to this Agreement or the Transferred Loans unless its books and records show such Person as owner of the

Transferred Loans. Subject to the terms of this Agreement, Purchaser may sell and transfer one or more of the Transferred Loans with

servicing thereof being retained by Servicer and Purchaser shall provide Servicer with at least ten (10) Business Days advance writing

notice of such transfer. Upon receipt of notice of the transfer, Servicer shall mark its books and records to reflect each such Transferred

Loan as sold and assigned to the successor assignee owner thereof and such sold and assigned Transferred Loan shall no longer be subject

to this Agreement. If a transfer occurs less than ten (10) Business Days before the last calendar day of the month, Servicer’s

duties to remit and report as required by Article III shall begin with the next Collection Period.

ARTICLE

SERVICER

EVENTS OF DEFAULT AND TRANSITION OF SERVICING SERVICES

Section

4.1 Servicer Event of Default. Any of the following acts or occurrences shall constitute a “Servicer Event of Default”:

(a) any

failure by the Servicer to deposit into, or deliver to the Purchaser for deposit into the

Purchaser Servicing Account or the Purchaser Collection Account any amount required to be

so deposited or delivered therein or any proceeds or payment required to be so delivered

under the terms of this Agreement that continues unremedied for three (3) Business Days after

the Purchaser’s identification and notice to the Servicer of such failure;

(b) failure

by the Servicer to duly observe or perform in any material respect any other covenants or

agreements of the Servicer set forth in this Agreement, other than any failure that constitutes

a Servicer Event of Default under Section 4.1(a), which failure continues unremedied for

a period of ten (10) Business Days, after (i) the date on which written notice of such failure,

requiring the same to be remedied, shall have been given to the Servicer by the Purchaser

or (ii) discovery thereof;

entry of a decree or order for relief by a court or regulatory authority having jurisdiction

over the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability

to provide the Servicing Services with respect to the Transferred Loans is adversely affected

thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in

effect, or another present or future, federal or State, bankruptcy, insolvency or similar

law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or

other similar official of the Servicer (or any other Affiliate of the Servicer if the Servicer’s

ability to provide the Servicing Services with respect to the Transferred Loans is adversely

affected thereby) or of any substantial part of their respective properties or ordering the

winding up or liquidation of the affairs of the Servicer (or any other Affiliate of the Servicer

if the Servicer’s ability to provide the Servicing Services with respect to the Transferred

Loans is adversely affected thereby) and the continuance of any such decree or order unstayed

and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary

case against the Servicer under the federal bankruptcy laws, as now or hereinafter in effect,

or another present or future federal or State bankruptcy, insolvency or similar law and such

case is not dismissed within sixty (60) days;

(d) (i)

the commencement by the Servicer (or any other Affiliate of the Servicer if the Servicer’s

ability to provide the Servicing Services with respect to the Transferred Loans is affected

thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect,

or any other present or future, federal or State, bankruptcy, insolvency or similar law,

or (ii) the consent by the Servicer (or any other Affiliate of the Servicer, if applicable)

to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,

custodian, sequestrator or other similar official of the Servicer (or any other Affiliate

of the Servicer if the Servicer’s ability to provide the Servicing Services with respect

to the Transferred Loans is adversely affected thereby) or of any substantial part of their

respective property, or (iii) the making by the Servicer (or any other Affiliate of the Servicer,

if applicable) of an assignment for the benefit of creditors or the failure by the Servicer

(or any other Affiliate of the Servicer if the Servicer’s ability to provide the Servicing

Services with respect to the Transferred Loans is adversely affected thereby) generally to

pay its debts as such debts become due, or (iv) the taking of corporate action by the Servicer

(or any other Affiliate of the Servicer if the Servicer’s ability to provide the Servicing

Services with respect to the Transferred Loan is adversely affected thereby) in furtherance

of any of the foregoing; or

(e) any

representation, warranty or statement of the Servicer made in this Agreement, or any certificate,

report or other writing delivered pursuant hereto, shall prove to be incorrect in any material

respect as of the time when the same shall have been made and, within thirty (30) days after

written notice thereof shall have been given to the Servicer by the Purchaser, the circumstances

or condition in respect of which such representation, warranty or statement was incorrect

shall not have been eliminated or otherwise cured; or

(f) any

failure by Servicer to maintain the licenses to servicer the Transferred Loans in any jurisdiction

where the Manufactured Homes are located, but only to the extent such failure materially

and adversely affects Servicer’s ability to perform its servicing obligations in connection

with the Transferred Loans; or

(g) the

occurrence of any of the following events under the Purchase Agreement that is not cured

within any applicable grace or cure period set forth therein: (i) a failure by the Seller

to repurchase any Transferred Loan following a Repurchase Event within the time period specified

in Section 2.6 of the Purchase Agreement, or (ii) a termination of the Purchase Agreement

for cause pursuant to Section 6.2(a) thereof.

Section

4.2 Consequences of Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Purchaser shall,

by notice given in writing to the Servicer, specify the servicing transfer date on which all of the rights and obligations of the Servicer

under this Agreement shall be terminated. On and after the receipt by the Servicer of a notice of termination pursuant to this Section

4.2, the terminated Servicer shall continue to provide all of the Servicing Services (and shall remain entitled to receive fees and

expenses) under this Agreement until a successor servicer designated by Purchaser assumes the servicing duties for the Transferred Loans.

Section

4.3 Waiver of Servicer Default. The Purchaser, in its sole discretion, may waive any default by the Servicer in the performance

of its obligations under this Agreement and its consequences. Upon any such waiver of a past default, such default (and any related Servicer

Event of Default arising therefrom) shall cease to exist for every purpose of this Agreement. No such waiver shall extend to any subsequent

or other default or impair any right consequent thereon.

Section

4.4 Transfer and Cooperation with Successor Servicer. In connection with a termination of servicing pursuant to Section 4.2

following a Servicer Event of Default or pursuant to Section 4.5 following a resignation by the Servicer, the Servicer agrees

to cooperate with the successor servicer designated by Purchaser in effecting the termination of the responsibilities and rights of the

Servicer under this Agreement and the orderly transition to such successor servicer of the servicing of the Transferred Loans. On the

servicing transfer date designated by Purchaser, Servicer shall (i) deliver to the successor servicer designated by Purchaser all Required

Documents, Servicing Files and other documents and statements relating to the servicing of the Transferred Loans held or controlled by

it hereunder, and (ii) transfer to such successor servicer all Collections and funds relating to the Transferred Loans then held by Servicer.

Promptly following such servicing transfer date designated by Purchaser, Servicer shall (i) provide such successor servicer with a reconciliation

and accounting of all funds from Collections and the remittance and application of such funds and (ii) execute and deliver such instruments

and do such other things as may reasonably be required to more fully and definitively vest in such successor servicer all such rights,

powers, duties, responsibilities, obligations and liabilities of Servicer for the servicing of the Transferred Loans. In connection with

the transfer of servicing to a successor servicer, the Servicer shall be responsible for the prompt payment of all Transition Expenses

incurred in connection with the transfer of servicing to such successor servicer designated by Purchaser; provided, however, Purchaser

shall be responsible for all actual third-party expenses, including official fees, incurred in connection with filing UCC-3 assignment

statements and title notations in the following paragraph. Any termination or resignation of the Servicer pursuant to Section 4.2

or 4.5 shall not affect any claims that either Party may have against the other Party arising out of the other Party’s actions

or failure to act prior to any such termination or resignation.

addition to the foregoing, in connection with any transfer of servicing pursuant to this Section 4.4, the Servicer shall, within

thirty (30) days of the applicable servicing transfer date: (i) execute and deliver all UCC-3 assignment statements and other instruments

necessary to transfer all UCC-1 financing statements from the Servicer’s name to the name of the Purchaser or its designated successor

servicer or other designee; (ii) take all actions necessary to cause all title notations on Manufactured Home title documents to be updated

to reflect the Purchaser or its designated successor servicer as lienholder of record; and (iii) take all actions necessary to cause

all loss payee designations on hazard insurance policies related to the Transferred Loans to be updated to reflect the Purchaser or its

designated successor servicer, including executing any required insurance endorsements or providing any required notices to insurers.

Purchaser shall be responsible for all actual third-party expenses, including official fees incurred pursuant to (i) or (ii) of the preceding

sentence. All other reasonable costs incurred in connection with any transfer pursuant to this paragraph shall be borne by the Servicer

to the extent such transfer arises from a Servicer Event of Default, and otherwise by the Purchaser. The Servicer’s obligations under

this paragraph shall survive the termination of this Agreement.

Section

4.5 Resignation. Notwithstanding any other provision of this Agreement, the Servicer may not resign, except upon its receipt of

a written opinion of independent outside counsel confirming that by reason of a change in Applicable Law the performance of its obligations

under this Agreement would cause it to be in violation of such Applicable Law in a manner which would result in a Material Adverse Effect,

and the Purchaser does not elect in its absolute discretion to waive the obligations of the Servicer to perform the duties that render

it legally unable to act. No resignation of the Servicer shall relieve the Servicer of any liability to which it has previously become

subject under this Agreement. Any such resignation shall not be effective until the earlier of (i) ninety (90) days after delivery of

written notice of resignation to Purchaser (unless Applicable Law prevents Servicer from performing under this Agreement for that period)

and (ii) the date on which a successor servicer acceptable to Purchaser has assumed the servicing obligations hereunder. Purchaser’s

acceptance of a successor servicer under (ii) of the prior sentence shall not be unreasonably withheld or delayed.

ARTICLE

TERM

AND TERMINATION

Section

5.1 Term. The term of this Agreement shall commence on the Execution Date and shall automatically terminate once all Transferred

Loans have been paid in full or are otherwise discharged or expire, unless and until this Agreement shall be earlier terminated (i) by

Purchaser relating to a Servicer Event of Default pursuant to Section 4.2, (ii) by the Servicer from its resignation pursuant

to Section 4.5 or (iii) by the mutual consent of the Parties hereto.

ARTICLE

INDEMNIFICATION

Section

6.1 Indemnification by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Purchaser and its officers,

directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Purchaser Indemnified Party”)

from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided, that any indemnification for damages

is limited to actual damages, not consequential, special or punitive damages), reasonable and documented legal fees and related costs

and any other reasonable and documented costs, fees and expenses that such Purchaser Indemnified Party may sustain or incur arising from

or as a result of (a) the Servicer’s fraud or willful misconduct in connection with the performance of its obligations under this

Agreement, (b) the failure of the Servicer to provide the Servicing Services in compliance in all material respects with the terms of

this Agreement, or (c) any breach by the Servicer of any of its representations, warranties or covenants set forth in this Agreement,

including but not limited to the costs (including reasonable and documented attorney’s fees and expenses) of the Purchaser Indemnified

Party defending itself against any claim or bringing any claim to enforce the indemnification or other obligations of the relevant Parties;

provided that any indemnity claim under this Section 6.1 shall not be permitted to the extent directly resulting from gross negligence

or willful misconduct of the applicable Purchaser Indemnified Party, and in the event of concurrent fault, liability shall be allocated

between the parties in proportion to their respective fault. Any Purchaser Indemnified Party seeking indemnification hereunder shall

promptly notify the Servicer if such Purchaser Indemnified Party receives a complaint, claim, compulsory process or other notice of any

loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve

the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights

or defenses as a result thereof. The Servicer shall assume (with the consent of the Purchaser, which consent shall not be unreasonably

withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel

fees, and promptly pay, discharge and satisfy any judgment, order or decree which may be entered against it in respect of such claim.

If the consent required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification

obligations hereunder with respect to such Purchaser Indemnified Party. The Parties agree that the provisions of this Section 6.1

shall not be interpreted to provide recourse to the Servicer against loss by reason of (a) the bankruptcy, insolvency or lack of creditworthiness

of an Obligor with respect to a Transferred Loan or (b) so long as the Servicer has performed its obligations under this Agreement with

respect to billing and collection services, non-payment by an Obligor in violation of an Obligor Loan Agreement. Without limiting the

foregoing, the Servicer shall indemnify each Purchaser Indemnified Party from and against any and all regulatory fines, penalties, sanctions

or enforcement actions imposed by any Governmental Authority arising from or related to any Ancillary Income, fees, charges or other

amounts assessed by the Servicer against Obligors in connection with the Transferred Loans.

Section

6.2 Servicer’s Obligations. The Servicer’s obligations under Section 6.1 shall be subject to the limitations

on liability set forth in Section 8.1 and shall survive the termination or assignment of this Agreement and the resignation or

removal of the Servicer hereunder, but solely as to any obligations or liabilities arising prior to such assignment, resignation or removal.

Section

6.3 Indemnification by the Purchaser. The Purchaser shall indemnify and hold harmless the Servicer and its Affiliates, trustees,

agents, directors, officers, employees, members, managers, representatives, stockholders and agents from and against any third party

claims, losses, reasonable attorneys’ fees, damages, liabilities, costs, expenses, or any other claim directly arising out of and

to the extent attributable to (a) any grossly negligent or willful act or omission of the Purchaser, its employees, agents, or subcontractors

or (b) the material breach of performance by it of this Agreement or any other agreement, instrument, or document executed in connection

with this Agreement including the failure to be in material compliance with Applicable Law; provided that any indemnity claim under this

Section 6.3 shall not be permitted to the extent resulting from gross negligence or willful misconduct of the Servicer or its

applicable indemnified party.

ARTICLE

VII

FORCE

MAJEURE

Section

7.1 Force Majeure Event. If the Servicer or any subservicer is rendered wholly or partially unable to perform its obligations

under this Agreement or as delegated thereto because of a Force Majeure Event, then the Servicer will be excused from whatever performance

is affected by the Force Majeure Event; provided that:

(a)

the Servicer will, as soon as is reasonably possible, but in no event more than two (2) Business Days, after the occurrence of the Force

Majeure Event, give the Purchaser written notice describing the particulars of the occurrence and any affected subservicers;

(b)

the suspension of performance of the Servicer hereunder will be of no greater scope and of no longer duration than is required by the

Force Majeure Event; and

(c)

no obligation of the Servicer that arose before the occurrence of the Force Majeure Event (causing the suspension of performance and

that could and should have been fully performed before such occurrence) will be excused as a result of such occurrence.

(d)

if the Force Majeure Event continues for a period in excess of sixty (60) consecutive days, the Purchaser shall have the right to terminate

this Agreement and transfer servicing to a successor servicer upon thirty (30) days written notice to the Servicer, without liability

to either party; provided that the Servicer shall cooperate fully with the Purchaser and any successor servicer in effecting an orderly

transfer of servicing during such notice period.

ARTICLE

VIII

LIMITATIONS

ON LIABILITY

Section

8.1 Limitation on Damages. In no event will any Party be liable under this Agreement to another Party for any lost profits of,

or any indirect, consequential, punitive, special or incidental damages incurred by, any other Party to this Agreement; provided,

however, that this provision will in no way limit any such liability of a Party to another Party under any other agreement between

the Parties; provided further that the foregoing limitation shall not limit any Party’s indemnification for damages paid

to any Obligor or Governmental Authority.

ARTICLE

REPRESENTATIONS,

WARRANTIES AND COVENANTS

Section

9.1 Representations and Warranties of the Purchaser. During the Term hereof, the Purchaser represents and warrants to the Servicer

the following:

(a)

The Purchaser is a Florida limited liability company, duly organized, validly existing and in good standing under the laws of the State

of Florida with all requisite limited liability company power and authority to own its properties and to conduct its business as presently

conducted and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to which it is

a party.

(b)

The Purchaser is qualified to do business, is in good standing, and has obtained all licenses and approvals as required under the laws

of all jurisdictions in which the ownership or lease of its property and or the conduct of its business and the performance of its obligations

pursuant to this Agreement and the other Transaction Documents to which it is a party requires such qualification, standing, license

or approval, except to the extent that the failure to so qualify, maintain such standing or be so licensed or approved would not have

a Material Adverse Effect.

(c)

The Purchaser (i) has all necessary power and authority and legal right to (A) execute and deliver this Agreement and the other Transaction

Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party,

and (ii) has duly authorized by all requisite action the execution, delivery and performance of this Agreement and the other Transaction

Documents to which it is a party. This Agreement and each other Transaction Document to which the Purchaser is a party have been duly

executed and delivered by the Purchaser.

(d)

This Agreement and each Transaction Document to which the Purchaser is a party constitutes the legal, valid and binding obligation of

the Purchaser enforceable against the Purchaser in accordance with its respective terms, except as such enforceability may be limited

by Applicable Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at

law or in equity).

(e)

No consent, approval, authorization, license or order of any Governmental Authority is required for the execution, delivery and performance

by it of, or compliance by it with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for

such consents, approvals, authorizations or orders, if any, as have already been obtained by it or could not reasonably be expected to

result in a Material Adverse Effect.

Section

9.2 Representations and Warranties and Covenants of the Servicer. During the Term hereof, the Servicer represents and warrants

to and covenants with the Purchaser the following:

(a)

The Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware

with all requisite limited liability company power and authority to own its properties and to conduct its business as presently conducted

and to enter into and perform its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party.

(b)

The Servicer is qualified to do business as a limited liability company, is in good standing, and has obtained all licenses and approvals

as required under the laws of all jurisdictions in which the ownership or lease of its property and or the conduct of its business and

the performance of its obligations pursuant to this Agreement and the other Transaction Documents to which it is a party requires such

qualification, standing, license or approval, except to the extent that the failure to so qualify, maintain such standing or be so licensed

or approved would not have a Material Adverse Effect.

(c)

The Servicer (i) has all necessary power and authority and legal right to (A) execute and deliver this Agreement and the other Transaction

Documents to which it is a party, and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a

party, and (ii) has duly authorized by all limited liability company action the execution, delivery and performance of this Agreement

and the other Transaction Documents to which it is a party. This Agreement and each other Transaction Document to which the Servicer

is a party have been duly executed and delivered by the Servicer.

(d)

The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement and the other Transaction Documents

to which the Servicer is a party by the Servicer (with or without notice or lapse of time) will not (i) conflict with, result in any

breach of any of the terms or provisions of, or constitute a default under, the certificate of formation or limited liability company

agreement of the Servicer, (ii) violate, in any material respect, any Applicable Law, or (iii) result in any breach of any of the terms

or provisions of, or constitute a default under any material agreement of the Servicer.

(e)

No consent, approval, authorization, license or order of any Governmental Authority is required for the execution, delivery and performance

by the Servicer of, or compliance by it with, this Agreement or the consummation of the transactions contemplated by this Agreement,

except for such consents, approvals, authorizations or orders, if any, as have already been obtained by it or could not reasonably be

expected to result in a Material Adverse Effect.

(f)

This Agreement and each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation of

the Servicer enforceable against the Servicer in accordance with its respective terms, except as such enforceability may be limited by

Applicable Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law

or in equity).

(g)

The Servicer has all permits necessary or required by Applicable Law for the operation of its business and the consummation of this Agreement,

except where noncompliance, violation or lack thereof is not reasonably expected to result in a Material Adverse Effect.

(h)

There are no proceedings, injunctions, writs, restraining orders or investigations pending or, to its knowledge, threatened against it

before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the

Servicer or its Affiliates or its Affiliates’ properties (i) asserting the invalidity of this Agreement, (ii) seeking any determination

or ruling that might materially and adversely affect the Servicer’s performance of its obligations under, or the validity or enforceability

of, any Transaction Document or the Loans.

(i)

The Servicer has complied with, and is in compliance with, all Applicable Law.

(j)

From and after the date hereof, each of the Transferred Loans is being serviced in conformance with Applicable Laws and the Servicer’s

standard collection, operating and reporting procedures and systems (including, without limitation, the Collection Policies and Accepted

Servicing Practices).

(k)

The Servicer will give prompt notice to the Purchaser of (i) any Servicer Event of Default, any other breach hereunder or under the Purchase

Agreement, a Material Adverse Effect, or the existence of a Defective Loan, in each case, to which the Servicer has actual knowledge,

and (ii) any event to which the Servicer has actual knowledge which with the passage of time or the giving of notice would result in

a Servicer Event of Default, Material Adverse Effect, or cause a Transferred Loan to be a Defective Loan.

(l)

The Servicer will keep in full force and effect its existence and rights as a limited liability company under the laws of the State of

Delaware and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be

necessary to protect the validity and enforceability of this Agreement.

(m)

The Servicer shall maintain all licenses necessary to provide the Servicing Services during the term of this Agreement, except where

the failure to maintain such license is not reasonably expected to (i) result in a Material Adverse Effect, (ii) materially and adversely

affect the ability of the Servicer to perform its duties and obligations hereunder or (iii) otherwise adversely affect the validity,

enforceability or collectability of any material portion of the Transferred Loans.

(n)

The Servicer shall obtain and maintain at all times during the term of this Agreement such insurance coverages (including policy limits,

deductibles and exclusions) pertaining to (i) workers’ compensation or approved self-insurance and employer’s liability insurance

which shall fully comply with the statutory requirements of all applicable state and federal laws, (ii) commercial general liability

insurance for injury and/or death and/or property coverage, (iii) cyber and network security liability insurance (including privacy liability),

and (iv) errors and omissions insurance covering the actions of the Servicer and its employees and agents under this Agreement, in each

case which insurance provides coverage that is reasonable and appropriate in light of the Servicer and its duties and obligations under

this Agreement. All insurance required hereunder shall be carried with responsible insurance companies of recognized standing which are

authorized to do business in the states in which the Servicer is located. Upon the request of Purchaser, Servicer shall provide evidence

of its insurance in the form of a Certificate of Insurance. Servicer’s obligations under this Section to maintain insurance coverage

shall in no way affect any indemnification, remedy or warranty rights of Purchaser hereunder.

(o)

The Servicer shall comply with all requirements of Applicable Law relating to Obligor privacy and personal data security and has implemented

and shall maintain security measures appropriate to satisfy these requirements. The Servicer shall promptly provide the Purchaser with

information regarding such security measures upon the reasonable request of the Purchaser, not to exceed once a year (or such greater

frequency if required by Applicable Law, in connection with a governmental investigation, a lawsuit or an insurer or auditor inquiry),

or upon major and material law changes affecting protection and security of customer information under the Gramm-Leach-Bliley Act, or

other Applicable Law. If the Servicer’s information security is breached and that breach affects Transferred Loans or Obligors with respect

to Transferred Loans, or such Obligors’ personal information is compromised, to the extent permitted or required by Applicable Law, the

Servicer shall promptly provide the Purchaser with written notification thereof.

ARTICLE

COOPERATION

AND CONFIDENTIALITY

Section

10.1 Purchaser Cooperation. The Purchaser shall execute and deliver, upon request of the Servicer, such instruments as the Servicer

may deem useful or required to permit the Servicer to cure any default under the Obligor Loan Agreements or permit the Servicer to take

such other actions as the Servicer considers desirable to cure or remedy any matter in default and preserve the interest of the Purchaser

or Servicer in a Transferred Loan and related assets provided that the Purchaser’s rights hereunder and under the Obligor Loan

Agreements are not diminished and that the Purchaser’s obligations hereunder and under the Obligor Loan Agreements are not increased.

Section

10.2 Confidentiality.

(a)

Each Party understands that certain information that has been furnished and will be furnished in connection with this Agreement, including,

but not limited to information concerning business procedures, fees, prices, policies or plans of the other Party and any “Nonpublic

Personal Information” about the Obligors as consumers (as defined in the Privacy Regulation referenced below), is confidential

and proprietary (“Confidential Information”), and each party agrees that it will maintain the confidentiality of such

information and will not disclose it to others or use it except in connection with the proposed transactions contemplated by this Agreement,

without the prior written consent of the Party furnishing such information and subject to Applicable Law, including without limitation

Section 504 of the Gramm-Leach-Bliley Financial Modernization Act of 1999 (15 U.S.C. 6801 et seq.) and the Federal “Privacy of

Consumer Financial Information” Regulation (12 CFR Part 1016 and 16 CFR Part 313), as amended from time to time (the “Privacy

Regulation”). Notwithstanding any provision to the contrary, each of Servicer and Purchaser shall have the right to use and

disclose data relating to the performance and characteristics of the Transferred Loans serviced hereunder, so long as such data excludes

all Nonpublic Personal Information about the related Obligors. Information that is generally known in the industry concerning a Party

or among such Party’s creditors generally or that has been disclosed to the other Party by third parties, who have a right to do

so, shall not be deemed Confidential or proprietary information for these purposes. If Servicer, or any officer, director, employee or

agent of any of the foregoing is at any time requested or required to disclose any Confidential Information supplied to it by or on behalf

of Purchaser in connection with the transactions contemplated hereby, Servicer agrees to provide Purchaser with prompt notice of such

request(s) so that Purchaser may seek an appropriate protective order and/or waive Servicer’s compliance with the terms of this

Section. If Purchaser or any officer, director, employee or agent of any of the foregoing is at any time requested or required to disclose

any Confidential Information supplied to it by or on behalf of Servicer in connection with the transactions contemplated hereby, Purchaser

agrees to provide Servicer with prompt notice of such request(s) so that Servicer may seek an appropriate protective order and/or waive

Purchaser’s compliance with the terms of this Section. Notwithstanding the terms of this Section, if, in the absence of a protective

order or the receipt of a waiver hereunder, Servicer or Purchaser is nonetheless, in the opinion of its respective counsel, compelled,

demanded or otherwise required to disclose Confidential Information concerning the other Party to any Governmental Authority or else

stand liable for contempt or suffer other censure, penalty or fine, then Servicer or Purchaser may disclose such information to such

Governmental Authority without limitation or liability hereunder. Upon termination of this Agreement, each Party agrees to promptly return

to the other or destroy all Confidential Information, and all copies thereof, which have been furnished to it in connection with the

transactions contemplated hereby, except to the extent that retention of such Confidential Information by such Party is reasonably necessary

to comply with this Agreement or Applicable Law.

(b)

Each Party acknowledges that any actual or threatened violation of this Section by such Party (the “Breaching Party”)

may cause irreparable, non-monetary injury to the other party, the extent of which may be difficult to ascertain, and therefore agrees

that such other Party shall be entitled to seek injunctive relief against

the Breaching Party in addition to all remedies available to such other party at law and/or in equity against the Breaching Party. Absent

written consent of the other Party, the burden of proving that such other Party’s Confidential Information is not, or is no longer,

confidential or a trade secret shall be on the Breaching Party.

ARTICLE

MISCELLANEOUS

Section

11.1 Securitization Cooperation. The Servicer acknowledges that Purchaser may sell, transfer, assign, pledge, or otherwise dispose

of all or a portion of the Transferred Loans or interests therein in connection with a securitization, structured finance transaction,

token offering, digital asset issuance, or any other capital markets or financing transaction (each, a “Financing Transaction”).

In connection therewith, the Servicer agrees to (i) provide Purchaser and any underwriter, placement agent, initial purchaser or other

financing counterparty with such information regarding the Servicing Services, the Transferred Loans and the Servicer’s operations as

may be reasonably requested in connection with such Financing Transaction, (ii) consent to the disclosure of information regarding the

Servicer, the Servicing Services and the Transferred Loans in any offering document, investor presentation or other disclosure document

prepared in connection with such Financing Transaction, (iii) deliver such officer’s certificates, opinions and other documents as may

be reasonably requested by Purchaser or its counsel in connection with such Financing Transaction, (iv) enter into such amendments to

this Agreement as may be reasonably required by Purchaser in connection with such Financing Transaction, provided that no such amendment

shall materially increase the Servicer’s obligations or materially decrease the Servicer’s rights hereunder without the Servicer’s prior

written consent, and (v) cooperate fully with Purchaser and any collateral agent, indenture trustee or other secured party designated

by Purchaser in connection with any Financing Transaction to perfect, maintain, and enforce any security interest in the Transferred

Loans and related Manufactured Homes, including by (A) executing and delivering any UCC financing statements, amendments, or continuation

statements reasonably requested by Purchaser or such collateral agent, (B) providing access to loan files, title documents, and records

necessary for such perfection, (C) executing any collateral agency agreement, custodial agreement, or similar document reasonably requested

in connection with such Financing Transaction, and (D) taking all other actions reasonably necessary to ensure that the security interests

of any collateral agent or secured party in the Transferred Loans are properly perfected and maintained under applicable law. Reasonable

documented expenses, including attorneys’ fees and third-party expenses, incurred by Servicer under this Section 11.1 in connection

with a Financing Transaction shall be reimbursed by Purchaser and be payable within ten (10) Business Days of being invoiced by Servicer.

Section

11.2 Independent Contractors. The Parties acknowledge that the Servicer will perform its obligation under this Agreement and act

at all times as an independent contractor, and nothing in this Agreement will be interpreted or applied so as to make the relationship

of the Parties that of partners, joint ventures or anything other than independent contractors, and the Parties expressly disclaim any

intention to create a partnership, joint venture, association or other such relationship. No Party is granted any right on behalf of

another Party to assume or create any obligation or responsibility binding such other Party. None of the Servicer’s employees,

subcontractors or any such subcontractor’s employees will be or will be considered to be employees of the Purchaser. The Servicer

will be fully responsible for the payment of all wages, salaries, benefits and other compensation to its employees and all amounts due

and owing to subcontractors.

Section

11.3 Notices. All notices and other communications hereunder and under this Agreement will be in writing and will be deemed to

have been duly given when delivered in person, by email, by express or overnight mail delivered by a nationally recognized air courier

(delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties

as follows:

To the Seller/Servicer:

Zippy Loans, LLC

9450 SW Gemini Dr

PMB 57583

Beaverton, Oregon 97008-7105

Attention: [***]

E-mail: [***]

To the Purchaser:

ETHZilla Modular Mortgage

LLC

2875 South Ocean Blvd, Suite 200,

Palm Beach, FL 33480

Attn: [***]; [***]

Email addresses: [***]; [***]

With a copy to (which shall not constitute notice):

to such other address as the Party to whom notice is given may have previously furnished to the other Party in writing to the addresses

set forth or specified above. Any notice so given personally shall be deemed to have been served on delivery. Any notice or communication

sent by email, or air courier will be deemed effective on the first (1st) Business Day at the place at which such notice or

communication is received following the day on which such notice or communication was sent. Any notice or communication sent by registered

or certified mail will be deemed effective on the third (3rd) Business Day at the place at which such notice or communication

is received following the day on which such notice or communication was mailed.

Section

11.3 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS

AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO

SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS

PROVISIONS (OTHER THAN §5 1401 AND 5 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). EACH OF THE PARTIES HERETO HEREBY AGREES TO

THE NON EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS LOCATED

WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,

AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH

LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section

11.4 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY

PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED

WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section

11.5 Amendment, Modification and Waiver.

This

Agreement may only be amended by the written consent of the Parties hereto or their respective successors and assigns.

Section

11.6 Rights and Remedies. Each Party’s rights and remedies under this Agreement are intended to be distinct, separate and

cumulative and no such right or remedy therein or herein mentioned, whether exercised by such Party or not, is intended to be an exclusion

or a waiver of any of the others.

Section

11.7 Entire Agreement. This Agreement reflects the entire agreement with respect to the matters covered by the Agreement and supersedes

any prior agreements, commitments, drafts, communication, discussions and understandings, oral or written, with respect thereto.

Section

11.8 Further Assurances. The Parties agree to do such further acts and things and execute and deliver such additional agreements

and instruments as the other may reasonably require to consummate, evidence or confirm the agreements contained herein in the matter

contemplated hereby.

Section

11.9 Severability. Any provision of this Agreement that is prohibited or not fully enforceable in any jurisdiction, will be ineffective

only to the extent of such prohibition or unenforceability without otherwise invalidating or diminishing either Party’s rights

under the remaining provisions of this Agreement in such jurisdiction, and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable in any respect any such provision in any other jurisdiction.

Section

11.10 Execution in Counterparts and Electronic Signatures. 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. The parties hereto agree that this Agreement, and any other documents to be delivered in connection herewith and

therewith, may be electronically signed, that any digital or electronic signatures (including Portable Document Format (PDF), facsimile

or electronically imaged signatures provided by DocuSign or similar service) appearing on this Agreement or such other documents are

the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic

signature to, or a signed copy of, this Agreement and such other documents may be made by facsimile, email or other electronic transmission.

Delivery of an executed counterpart of a signature page of this Agreement in a PDF shall be effective as delivery of a manually executed

original counterpart of this Agreement. The words “execution”, “execute”, “signed”, “signature”,

and words of like import in or related to any document to be signed in connection with this Agreement hereto shall be deemed to include

electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of

records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature

or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including

the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any

other similar state laws based on the Uniform Electronic Transactions Act.

Section

11.11 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors

and assigns. The obligations of the Servicer under this Agreement cannot be assigned or, except as otherwise provided in Section 2.1(e)

hereof, delegated to a third party without the prior written consent of the Purchaser. Upon prior written notice, the Purchaser shall

have the right to assign this Agreement and all or any portion of the Transferred Loans hereunder to any Affiliate of Purchaser. With

respect to any Person that is not an Affiliate of Purchaser, the Purchaser shall have the right to sell or assign all or a portion of

the Transferred Loans to one or more Persons, and in connection with such sale or assignment of the Transferred Loans, the Purchaser

may assign to one or more Persons all or a portion of its rights and obligations under this Agreement and the Purchaser Agreement; provided,

however, unless otherwise agreed by the Servicer in writing with respect to a specific sale or assignment by the Purchaser to a third

party investor, the Servicer shall retain the servicing rights and remain the exclusive servicer of the related Transferred Loans, unless

there is a Servicer Event of Default and a termination of this Agreement.

[Signature

Pages Follow]

WITNESS WHEREOF, the Servicer and the Purchaser have each duly executed this Agreement as of the Execution Date.

PURCHASER:

ETHZILLA MODULAR MORTGAGE LLC,

By:

/s/

John Saunders

Name:

John Saunders

Title:

CFO

[Signature

Page to Master Loan Servicing Agreement]

SELLER/SERVICER:

ZIPPY LOANS, LLC,

By:

/s/

Ben Halliday

Name:

Ben Halliday

Title:

CEO

[Signature

Page to Master Loan Servicing Agreement]

EXHIBIT

A-1

ROUTINE

SERVICING SERVICES

All

generally accepted servicing and collection practices and activities including, but not limited, to the following listed services:

● Identifying

delinquent Transferred Loans and providing notice to the Purchaser of such Transferred Loans.

● Collecting

delinquent payments owed by Obligors, including following up on promises to pay.

● Providing

telephone and letter communication to Obligors with an initial delinquency letter and, if

the Obligor does not respond, sending a second collection letter and continuing telephone

calls.

● Skip

tracing.

● Arranging

for onsite field calls on Obligor(s).

● In

the event of an Obligor’s continued delinquency, making reasonable efforts to determine occupancy

status of the Home securing the defaulted Transferred Loan,

● If

Obligor’s account becomes 45 days past due, as required by the applicable Obligor Loan Agreement

or Applicable Law, sending Obligors a 30-Day “Notice of Default and Right to Cure”

or similar notice required by Applicable Law.

● Taking

as many steps as may be reasonably necessary to obtain titles to any abandoned or repossessed

Homes.

● Establishing

and maintaining of escrow accounts.

● Providing

collection and disbursement of escrow payments.

● Holding

each Servicing Files for Transferred Loans in trust for the benefit of the Purchaser.

● Establishing

Servicing Accounts – in federally-insured depository institutions for the deposit of

funds collected in connection with the Transferred Loans.

● Disbursement

of all funds received with respect to the Transferred Loans to the Purchaser in accordance

with the Agreement and the Purchase Agreement.

● Monthly

Billing Statements provided to Obligors.

● Customer

Service – representatives responding to telephone calls and correspondence from Obligors.

● Protective

Advances – to protect collateral in the event of nonpayment by an Obligor of taxes

or charges which may result in a Lien upon the Home and in the event that an Obligor does

not maintain required insurance.

A-1 - 1

● Transfer

Notice to Obligors – The Servicer, on behalf of Purchaser, shall provide Obligors with

fully compliant transfer notices as required.

● Servicer

collects delinquent payments owed by Obligors on Loans for the life of the Transferred Loan

in accordance with Accepted Servicing Practices.

● Servicer

exercises proper collection methods in accordance with the Fair Debt Collection Practices

Act and other Applicable Law.

● Servicer

provides telephone, letter and electronic communication to Obligors on behalf of the Purchaser.

● If

Obligor contact is unable to be established and delinquent account status remains, Servicer

may arrange for onsite field calls (utilizing third party services to be reimbursed

by Purchaser as provided in this Agreement).

● The

Servicer shall take all actions reasonably necessary to perfect, maintain, and enforce the

security interests in the Manufactured Homes securing the Transferred Loans, including (i)

assisting in the preparation and filing of UCC financing statements, amendments, and continuation

statements, (ii) cooperating with any collateral agent, indenture trustee, or other secured

party designated by the Purchaser in connection with any Financing Transaction, including

executing any collateral agency agreement or custodial agreement reasonably requested, and

(iii) providing access to loan files, title documents, and records necessary for perfection

and enforcement of such security interests.

A-1 - 2

EXHIBIT

A-2

DEFAULT

SERVICING SERVICES AND FEES

Subject

to the Delegated Authority Matrix, the Servicer shall provide special handling of delinquent and defaulted Transferred Loans and manage

the loss mitigation process and repossession of Homes for the indicated fees for each service (each, a “Default Servicing Service”)

each time it is provided.

¡ Loss

Mitigation Processing:

● Repayment

Plan – Servicer will negotiate, prepare and obtain a repayment plan for Obligors who

are at least 1 monthly payment in default. $[***]

- $[***] at

setup, remainder to be billed upon completion (reinstated or paid off).

● Deferral/Extension

– Servicer will negotiate or offer deferrals or extensions to appropriate Obligors.

$[***]

● Loan

Modifications – Servicer will negotiate, prepare and obtain execution of a loan modification

agreement for an Obligor. $[***]

● Denied

Modifications – In the event modification is fully prepared and submitted and ultimately

denied due to investor requirements, $[***]

fee will apply

● Forbearance

Agreement – Servicer will negotiate, prepare and obtain execution of a loan forbearance

agreement for an Obligor. $[***]

¡ Bankruptcy

Tracking/Processing: $[***]

per month in active BK status

● In

the event of an Obligor bankruptcy, Servicer will prepare and file the Proof of Claim if

permitted by the Bankruptcy Court, keep Purchaser advised of developments in the bankruptcy

case and engage legal counsel as necessary. If an Obligor intends to reaffirm the debt, Servicer

will engage and assist legal counsel with consummation of the reaffirmation agreement. If

Obligor intends to surrender the Home, Servicer will engage and assist legal counsel with

consummation of the transaction. When appropriate, Servicer will engage and assist legal

counsel with motions for relief from the automatic stay. If the bankruptcy is a Chapter 13,

Servicer will review the proposed Plan, make recommendations to Purchaser on whether to accept

or object to the Plan and will engage and assist legal counsel with protecting Purchaser’s

interests. In addition to its fee, Servicer will bill Purchaser for actual legal fees and

court costs incurred. Servicer will provide Purchaser with invoices for all costs incurred.

¡ Cash

for Keys Agreement (Prior to Repo Process): $[***]

● Servicer

shall in good faith identify any opportunities to obtain possession of the Home where Obligor

has expressed a permanent longterm hardship that is deemed loan uncollectable and execution

of such agreement would prevent additional fees and costs.

A-2 - 1

¡ Repossession

Process - Initiation: $[***]

fee (Non-refundable in event of cancellation for any reason)

● Upon

expiration of an Obligor’s right to cure a default, if the Obligor refuses to vacate

and surrender the Home, Servicer will engage legal counsel to commence legal proceedings

to gain possession of the Home and supervise a legal action to recover possession of Homes

securing defaulted Loans. Whenever possible, Servicer shall prepare and obtain execution

of a voluntary surrender agreement to recover possession of the Home securing the defaulted

Loan and is authorized to provide an incentive of up to $[***]

to Obligors to secure a Voluntary Surrender. Servicer will

keep Purchaser advised of developments in the case. In addition to its fee, Servicer will

bill Purchaser for actual legal fees and court costs incurred. Servicer will provide Purchaser

with invoices for all costs incurred.

¡ Repossession

Process – Administration: $[***]

fee.

● Upon

conclusion of legal proceedings to gain possession of the Home, Servicer shall administer

legal action to recover possession of Homes securing defaulted Loan. Upon Purchaser obtaining

legal possession of a Home securing a defaulted Loan, Servicer will give all notices, make

all filings and maintain all records required by the Obligor Loan Agreements and Applicable

Law in connection with the repossession and the sale or leasing of the Homes. In addition

to its fee, Servicer will bill Purchaser for actual legal fees and court costs incurred.

Servicer will provide Purchaser with invoices for all costs incurred.

¡ Repossession

Process – Remarketing: [***]%

of sales price / $[***] fee

● Upon

obtaining legal possession of a Home securing a defaulted Loan on behalf of Purchaser, Servicer

will inspect the Home, prepare and deliver to Purchaser an inspection report, prepare the

Home for remarketing, including management of necessary repairs to the Home, set a value

for the Home and consult with Purchaser to formulate remarketing strategies to ensure receipt

of highest possible net recovery. In addition to its fee, Servicer will bill Purchaser for

actual costs incurred. Servicer will provide Purchaser with invoices for all costs incurred.

¡ Repossession

Process – Property Management: included with remarketing fee unless undertaken

separately, then $[***] fee.

● Upon

Purchaser obtaining legal possession of a Home securing a defaulted Loan, Servicer will engage

and administer property management services necessary to ensure municipality code compliance,

and keep the Home secured and properly maintained. In addition to its fee, Servicer will

bill Purchaser for actual costs incurred. Servicer will provide Purchaser with invoices for

all costs incurred.

● Litigation

and Dispute Management

● In

the event contested litigation or other Obligor disputes arise while Servicer is providing

Default Servicing Services, Purchaser shall compensate Servicer for concomitant support services.

A-2 - 2

EXHIBIT

MONTHLY

SERVICER REPORT

B - 1

EXHIBIT

CONTENTS

OF EACH SERVICING FILE

With

respect to each Loan, the Servicing File shall include each of the following items, which shall be available for inspection by the Purchaser:

● the

fully executed original Obligor Loan Agreement and any promissory note related thereto, including, where applicable, transferable records

and electronic chattel-paper documenting a Loan, and all modifications thereof;

● the

original title document for the related Home;

● evidence

of perfection of a security interest in the Home securing the Loan, including but not limited to certificates of title and lien certificates

noting the Seller’s lien;

● an

original Obligor’s power of attorney for each Obligor Loan Agreement and related promissory note, signed by the Obligor, authorizing

the holder thereof to take actions necessary to perfect and maintain security interests in the related Manufactured Home;

● insurance

certificates or other evidence of required hazard insurance;

● flood

zone certification;

● the

original of all assignments of the Obligor Loan Agreement and related promissory note such as to evidence a clear chain of title from

the lender named in the Obligor Loan Agreement to Purchaser;

● all

records or documents with respect to the Obligor Loan Agreement or Obligor prepared by or which come into the possession of Servicer,

including but not limited to the Loan payment history and collector’s notes;

● all

correspondence to and from the Obligor(s);

● monthly

billing statements;

● the

servicing transfer notice;

● the

Initial and Annual Escrow Account Statements;

● all

IRS Form 1098s and Form 1099s;

● all

servicing notices;

● all

expense and tax receipts;

● copies

of all UCC-1 financing statements, UCC-3 amendments, assignments, and continuation statements filed in connection with the Loan, together

with evidence of filing thereof;

● for

any Manufactured Home located in a manufactured home community, the executed landlord waiver, site lease, or Home Repurchase Agreement

related to such Manufactured Home;

C - 1

EXHIBIT

DELEGATED

AUTHORITY MATRIX

Action/Event

Requirement/Parameters

Approval

Required

Routine

Servicing

Except

as otherwise noted below, Routine Servicing as defined

in the

Agreement

Third

Party Expenses

Incurring

a third-party expense

Protective

Advances

Making

Protective Advances

Loss Mitigation

Process-

Repayment

Plan

Repayment

plans greater than 12 months for an Obligor who is

at least

1 monthly payment in default

Repayment

plans of 12 months or less for an Obligor who is at least 1 monthly payment in default

Loss

Mitigation Process- Deferral/Extensions

Greater than 6 deferrals/extension within prior 60 months

Deferral or Extension greater than 3 months

Deferral

or Extension of 3 months or less to an Obligor who has not received Greater than 6 deferrals/extensions within prior 60

months

Loss

Mitigation Process- Forbearance

month initial fb term, where Obligor has requested to renew extend for a duration longer than a total of 6 months.

months or less, or extension or renewal of 6 months or less.

forbearance

of 3 months or less.

forbearance

greater than 3

months.

Loan

Modifications

Detailed description of the Obligor’s situation and Servicer’s recommendation along with worksheet explaining the

modification

Hardship letter from the Obligor dated within the past six months

Updated DTI, along with documented monthly expenses

Updated credit report pulled within last 30 days

Two current pay stubs within the last 30 days. Two years most recent tax returns or signed 4506T

Two months bank statements

NADA Value of Home

YES

Short

Payoff

difference in payoff amount is $100 or more

YES

difference in payoff is $100 or less

Bankruptcy

Tracking/Processing-Filing

Proof of

Claim

Filing

Proof of Claim, unless engaging legal counsel is necessary

D - 1

Bankruptcy

Tracking/Processing-Filing

Proof of

Claim

Engaging

legal counsel

YES

Bankruptcy

Tracking/Processing-

Reaffirmation

of Debt

Engaging

legal counsel and assisting legal counsel with reaffirmation of debt

Bankruptcy

Tracking/Processing-Relief

from Automatic

Stay

Engage

legal counsel and file motion for relief from automatic stay

Bankruptcy

Tracking/Processing-

Surrender

of Home

Engage

legal counsel or accept surrender of Home

Bankruptcy

Tracking/Processing-

Chapter

Engage

legal counsel to protect Purchaser’s interest in Home

Foreclosure/Repossession

Process - Initiation-

Replevin

Engage

legal counsel and commence legal proceeding to gain possession of Home

Foreclosure/Repossession

Process- Initiation

Voluntary

Surrender

voluntary surrender to recover possession of the Home and offering up to $[***]

in exchange for a voluntary surrender.

Foreclosure/Repossession

Process

– Administration

Administer

legal action to gain possession of the Home

Foreclosure/Repossession

Process – Property

Maintenance

Securing

and maintaining Home after gaining possession of Home

Litigation

and Dispute

Management

Retaining

counsel to engage in contested litigation

YES

Settlement

of Dispute in contested litigation with Obligor

YES

- 2

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