MANUFACTURED HOUSING PROPERTIES INC. (Form: 8-K, Received: 08/06/2019 16:25:43)

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): August 6, 2019 (August 1, 2019)

Manufactured Housing Properties Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-51229		51-0482104
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS Employer Identification No.)

136 Main Street, Pineville, North Carolina		28134
(Address of principal executive offices)		(Zip Code)

(980) 273-1702

(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:

[ ]	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. [ ]

Securities registered pursuant to Section 12(b) of the Act: None

Item 1.01 Entry into a Material Definitive Agreement.

The ARC Investment Trust

Effective August 1, 2019, MHP Pursuits LLC (the “Buyer”), a wholly-owned subsidiary of Manufactured Housing Properties Inc., a Nevada corporation (the “Company”), entered into a purchase and sale agreement (the “ARC Purchase Agreement”) with The ARC Investment Trust, a South Carolina trust (the “Seller”) for the asset purchase of 5 manufactured housing communities, located in South Carolina, totaling 181 sites for a total purchase price of $6.5 million.

The ARC Purchase Agreement includes an earnest money deposit of $15,000, which will be applied to the payment of the purchase price at closing, and provides for a due diligence period of 30 days commencing upon the Seller’s delivery of due diligence materials to the Buyer, plus an additional 45 days solely for the completion of third-party reports.

The ARC Purchase Agreement contains customary representations and warranties. The closing of the ARC Purchase Agreement is subject to customary closing conditions and delivery of customary closing documents, including a special warranty deed for the ARC Property, a Bill of Sale and General Assignment transferring the Seller’s right, title and interest in the personal property, intangible property, property files, warranties and licenses to the Buyer, and an Assignment and Assumption Agreement, assigning to the Buyer the Seller’s right, title and interest in all leases or other rental or occupancy agreements for the ARC Property, and any contract that the Buyer elects to assume.

The foregoing summary of the terms and conditions of the ARC Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

CSC Warner Robins

On August 5, 2019, MHP Pursuits LLC (the “Buyer”), a wholly-owned subsidiary of Manufactured Housing Properties Inc., a Nevada corporation (the “Company”), entered into a purchase agreement (the “CSC Purchase Agreement”) with CSC Warner Robins, a Georgia limited liability company (the “Seller”) for the asset purchase of a manufactured housing community known as Spring Lake Mobile Home Park, located in Georgia, totaling 225 sites for a total purchase price of $5.3 million.

The CSC Purchase Agreement includes a deposit of $15,000, which will be applied to the payment of the purchase price at closing, and provides for a due diligence period of 30 days commencing upon the Seller’s delivery of due diligence materials to the Buyer, plus an additional 45 days solely for the completion and approval of third-party reports.

The CSC Purchase Agreement contains customary representations and warranties. The closing of the CSC Purchase Agreement is subject to customary closing conditions and delivery of customary closing documents, including a limited warranty deed for the CSC Real Property, a Bill of Sale transferring the CSC Personal Property, intangible property, property files, warranties and licenses to the Buyer, and an Assignment and Assumption of all leases or other rental or occupancy agreements for the CSC Real Property, and any contract that the Buyer elects to assume.

The foregoing summary of the terms and conditions of the CSC Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement attached hereto as Exhibit 10.2, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Purchase and Sale Agreement, dated July 26, 2019 and effective August 1, 2019, between MHP Pursuits LLC and The ARC Investment Trust
10.2		Purchase and Sale Agreement, dated August 5, 2019, between MHP Pursuits LLC and CSC Warner Robins

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, FC Global Realty Incorporated has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2019	MANUFACTURED HOUSING PROPERTIES INC.

	By:	/s/ Raymond M. Gee
		Raymond M. Gee
		Chief Executive Officer

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as defined below) between the undersigned Seller (as defined below) and the undersigned Buyer (as defined below).

Summary of Terms and Defined Terms. The following summary of terms and defined terms are hereby incorporated into this Agreement:

SUMMARY OF TERMS AND DEFINED TERMS
A. Seller and Seller’s Notice Information:	The ARC Investment Trust, a South Carolina trust (“Seller”) 4220 Augusta Road Lexington, SC 29073 Attention: Al Cox Telephone: (803) 730-5575 Email: acox271929@aol.com
B. Buyer and Buyer’s Notice Information:	MHP Pursuits LLC, a North Carolina limited liability company (“Buyer”) 136 Main Street Pineville, North Carolina 28134 Attention: Adam Martin Telephone: (980) 273-1702 x239 Email: adam@mhproperties.com
C. Property Name and Address:	Paradise Gardens, 2700 Oakwood Drive, West Columbia, SC 29169 Hyler Acres, 300 Cardinal Drive, Lexington, SC 29073 Hermitage Pond, 305 Hermitage Road, Lexington, SC 29072 Davis Estates, 4216 Augusta Road, Lexington, SC 29073 Hidden Valley, 100 Hidden Valley Drive, Lexington, SC 29073
D. General Description:	Five Mobile Home Parks with a total of 181 home sites located on approximately 39.34 acres as described on Exhibit “A” attached hereto (the “Land”) and 155 Park-Owned Homes (as defined below) as described on Exhibit “C” attached hereto
E. Property Tax ID Number(s):	Paradise Gardens (004597-04-006) Hyler Acres (005696-01-039) Hermitage Pond (005300-07-091) Davis Estates (005627-04-005) Hidden Valley (004598-02-001)
F. Purchase Price:	$6,500,000 (the “Purchase Price”)
G. Closing Date:	Thirty (30) days after the last day of the Due Diligence Period or such earlier date as may be agreed upon by the parties in writing (the “Closing Date”) as the Closing Date may be extended in accordance with Exhibit “B” attached hereto.
H. Title Company; Holder of Earnest Money	Stewart Title Guaranty Company (“Title Company” or “Holder”) 5935 Carnegie Boulevard, Suite 301 Charlotte, North Carolina 28209
I. Effective Date of this Agreement:	August 1, 2019 (the “Effective Date”), which shall be the later of the dates that Buyer and Seller have executed this Agreement as set forth below their signatures attached hereto.
J. Earnest Money:	$15,000 (the “Earnest Money”)
K. Due Diligence Period:	Thirty (30) days after the date that Seller has completed delivery to Buyer of the Due Diligence Materials (as defined in Exhibit “B” attached hereto) as confirmed in writing by the parties in accordance with Section 5; then an additional forty five (45) days for completion of third party reports, with the only contingency during this last 45 day period being the acceptability of completed third party reports (the “Due Diligence Period”);.
L. Buyer’s Broker:	SVN Blackstream (“Buyer’s Broker”) (or insert “None”)
M. Seller’s Broker:	DHP Real Estate, LLC (“Seller’s Broker”) (or insert “None”)
N. Broker’s Commission:	The parties understand and agree that, at Closing, Seller shall pay 3% of the Purchase Price to DHP Real Estate, LLC as a real estate commission. DHP Real Estate, LLC agrees to pay SVN Blackstream a Co-Op Commission at the time of closing equal to 1.5% of the Sales Price. The parties represent to each other that neither party has done anything nor will do anything which will entitle any other person or entity to receive any brokerage's fees or real estate commission as a result of the transactions provided for under this Contract, and each party hereto agrees to indemnify the other with respect to any fees or commissions which may be owed to any third party with respect to any breach of this representation.

Buyer(s) Initials:	Seller(s) Initials:

Purchase and Sale. Buyer agrees to purchase and Seller agrees to sell the Property (as defined in Section 2 below) upon the terms and conditions set forth in this Agreement.

Property. Upon and subject to the terms and conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the following property (collectively, the “Property”):

The Land, together with any and all rights and interests appurtenant thereto, including, but not limited to, all rights, title, and interest in and to adjacent streets, alleys, rights-of-way, and any adjacent strips and gores, water, oil, gas and other mineral rights, and rights-of-way, privileges, licenses and easements; any award made or to be made as a result of or in lieu of condemnation affecting the Property or any part thereof, and any award for damage to the Property or any part thereof by reason of casualty;

All buildings, structures and improvements in, on, over and under the Land, including, without limitation, any and all recreational buildings, structures and facilities, plumbing, heating, ventilating, air conditioning, mechanical, electrical and other utility systems, water and sewage treatment plants and facilities (including wells and septic systems), parking lots and facilities, landscaping, roadways, sidewalks, swimming pools, security devices, signs and light fixtures, which are not owned by campers, guests or tenants (together with the Land, the “Real Property”);

All park models, recreational vehicles, furniture, furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment, tools, parts, recreational equipment, carpeting, window treatments, office supplies and equipment, and other tangible personal property of every kind and description situated in, on, over or under the Land or used in connection with the Property which are not owned by campers, guests or tenants (collectively, the “Personal Property”);

Seller’s interest in and to any intangible personal property, including, without limitation, trademarks and tradenames, telephone numbers and websites owned by Seller and used in connection with the Property (collectively, the “Intangible Property”);

Seller’s interest, as landlord, in and to all leases or other rental or occupancy agreements for the Property (together with any modifications, extensions or renewals thereof, the “Leases”) and Seller’s interest in any related security deposits, security interests and prepaid rents under the Leases;

All mobile home units owned by Seller or its affiliate entities that are situated on the Land (collectively, the “Park-Owned Homes”);

All existing tenant files, Lease files, books and records, promotional and advertising materials, surveys, blueprints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing, water and sewer plans and specifications), construction drawings, soil tests, environmental reports, appraisals, police reports, and other documentation for or with respect to the Property or any part thereof within Seller’s possession (collectively, the “Property Files”);

Seller’s interest in and to all contracts relating to the use and operation of the Property that Buyer elects to assume and in effect on the Closing Date, including any parking agreements, equipment leases, landscape, trash removal or other maintenance contracts (collectively, the “Contracts”). Without limiting the foregoing, Seller acknowledges and agrees that the Contracts shall exclude any management or third-party leasing or listing agreements, which shall not be assumed by Buyer;

Seller’s interest in and to all warranties and guaranties, if any, applicable to the design or construction of any buildings, structures or other improvements or any equipment on the Land (collectively, the “Warranties”); and

Seller’s interest in and to all governmental licenses, permits and certificates, if any, applicable to the ownership, use, occupancy or operation of the Real Property, to the extent transferable (collectively, the “Licenses”).

Purchase Price and Method of Payment. The Purchase Price shall be paid in U.S. Dollars at Closing in cash or its equivalent which shall only include the wire transfer of immediately available funds, or a cashier's check issued for the closing by a federally insured bank, savings bank, savings and loan association or credit union where the funds are immediately available.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the right to enter upon Property at Buyer's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

Earnest Money. Buyer shall deposit the Earnest Money with Holder within ten (10) days after the commencement of the Due Diligence Period, to be held in escrow and to be applied to the Purchase Price at Closing, or refunded to Buyer if Buyer terminates this Agreement in accordance with the terms hereof. If Buyer defaults in its obligation to close and pay the Purchase Price, Seller shall be entitled to receive the Earnest Money as liquidated damages.

Seller’s Pre-Closing Covenants; Conditions to Closing.

Seller’s Pre-Closing Covenants. Seller agrees as follows with respect to the period from the Effective Date until the Closing Date:

Seller shall not commit or permit waste upon the Property.

Seller shall not, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any person, other than Buyer, relating to the acquisition of the Property from Seller, in whole or in part.

Seller will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business with respect to the Property. Without limiting the generality of the foregoing, Seller shall not:

Sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any lien on, any of the Property, except in the ordinary course of business consistent with past practice;

Cancel any debts owed to or claims held by Seller (including the settlement of any claims or litigation) or incur additional debt for borrowed money, or incur any obligation or liability (fixed, contingent or otherwise), in each case, other than in the ordinary course of business consistent with past practice;

Delay or accelerate payment of any account payable or other liability of the business related to the Property beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice;

Seller shall not enter into any Contract pertaining to the Property which cannot be terminated at or prior to Closing. Except for any Contract that Buyer expressly elects to assume at Closing, Seller shall be responsible for terminating all Contracts as of the Closing Date, including the payment of any early termination fees or other charges in connection with such termination.

Seller shall cooperate with Buyer in obtaining all permits and licenses required by all applicable governmental authorities to operate the Property as a mobile home park.

Seller will not apply for or agree to any change in the zoning or the assessed value or other tax treatment of the Property.

Conditions for the Benefit of Buyer: The obligation of Buyer to consummate the transaction contemplated herein is conditioned upon the satisfaction of the following conditions precedent as of the Closing Date:

All representations and warranties of Seller made herein shall remain true and correct;

Seller shall have performed all covenants undertaken by Seller in this Agreement to be performed by Seller at or prior to Closing;

There shall have been no material adverse change in the physical condition of Property, except as may otherwise be expressly provided for under this Agreement;

The Title Company shall issue to Buyer (and Buyer’s lender, as applicable) a title insurance policy (or a marked binder therefor) with all standard exceptions deleted and subject only to the Permitted Exceptions; and

All utilities necessary to serve the Property for its use as a mobile home park shall exist and be available within public rights-of-way (or via private easements) and no governmental moratorium or service restriction shall exist that would prevent Buyer from using the Property as a mobile home park.

Conditions for the Benefit of Seller: The obligation of Seller to consummate the transaction contemplated herein is conditioned upon the satisfaction of the following conditions precedent as of the Closing Date:

All representations and warranties of Buyer made herein shall remain true and correct; and

Buyer shall have performed all covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior to Closing.

Obligations at Closing:

Seller’s Obligations at Closing. At Closing, Seller shall deliver to Buyer (or to the Title Company acting as the closing escrow agent) executed originals of the following documents (“Seller’s Closing Documents”):

Special Warranty Deed (or equivalent limited warranty deed) conveying title to the Property subject only to the Permitted Exceptions (as defined below);

If requested by Buyer, a non-warranty deed conveying the Property using the legal description from Buyer’s current survey of the Property, if applicable;

Bill of Sale and General Assignment transferring Seller’s right, title and interest in the Personal Property, the Intangible Property, the Property Files, the Warranties and the Licenses to Buyer, which shall include a warranty that Seller has not transferred, assigned or pledged such items to any other party (except in connection with any loan that will be paid in full by Seller at or prior to Closing);

An Assignment and Assumption Agreement whereby Seller assigns all of its right, title and interest in the Leases and any Contracts that Buyer elects to assume, and Buyer accepts and assumes Seller’s obligations under the Leases and any such Contracts from and after the Closing Date (together with all originals of the Leases and such Contracts that are within Seller’s possession);

FIRPTA Affidavit (indicating that Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986);

A certification for Form 1099-S, a Form W-9 and such other documents as may reasonably be requested by Buyer or the Title Company;

A “bring-down” certificate reaffirming that Seller’s representations and warranties in this Agreement are true and correct as of the Closing Date;

Closing Statement reflecting the Purchase Price and the prorations and adjustments provided herein;

All certificates of title and other documents for the transfer of title to the Park-Owned Homes as more particularly set forth in Section 19 hereof;

10.

All other documents that Seller must execute to cause the Title Company to issue to Buyer (and Buyer’s lender, as applicable) a title insurance policy with all standard exceptions deleted and subject only to the Permitted Exceptions (including, without limitation, an owner’s affidavit from Seller in the form customarily used in commercial real estate transactions); and

11.

Evidence reasonably satisfactory to the Title Company of Seller’s valid existence and good standing and due and proper authorization and power to perform its obligations hereunder.

Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller (or to the Title Company acting as the closing escrow agent) the balance of the Purchase Price subject to the adjustments and prorations set forth in this Agreement, together with counterpart executed originals of any Seller’s Closing Documents that may require Buyer’s signature, as applicable.

Costs.

Seller's Costs: Seller shall pay (i) all transfer taxes with respect to the Property; (ii) the cost of recording the deed for the Property and any title curative document, including any satisfaction or release of any mortgage, deed of trust or other lien and any financing statement termination; (iii) the fees and expenses of Seller's counsel and consultants;.

Buyer's Costs: Buyer shall pay (i) the fees and expenses of Buyer's counsel and consultants; (ii) any costs in connection with Buyer's inspection, title examination and survey of Property and any costs associated with obtaining financing for the acquisition of Property (including any mortgage tax and the cost of recording Buyer's loan documents); (iii) any costs of owner's or lender's title insurance for Buyer or its lender; and (iv) any escrow fees or closing disbursement fees charged by the Title Company.

10.

Closing Prorations and Credits.

Ad valorem property taxes and any other governmental fees and assessments, property owner association fees and assessments, and any utility bills for which service cannot be terminated as of the Closing Date, together with rents and any other items of income and expense for the Property for the calendar year (or for any other applicable time period) in which the Closing takes place shall be prorated as of the Closing Date. In the event ad valorem property taxes are based upon an estimated tax bill or a tax bill under appeal, Buyer and Seller shall, upon the issuance of the actual tax bill or the appeal being resolved, promptly make such financial adjustments between themselves as are necessary to correctly prorate such taxes. Any pending tax appeal shall be deemed assigned to Buyer at closing.

All rents and prepaid rents and other recurring operating income and prepaid income (including, without limitation, any cable television or other utility or entertainment carrier or provider income or door fees or future payment rights and any utility costs attributable to the period prior to the Closing Date that have been passed on to and are payable by a tenant) with respect to the Property shall be prorated as of the Closing Date and those rents and income attributable to the period prior to the Closing Date shall be allocated to Seller and those rents and income attributable to the period on and after the Closing Date shall be allocated to Buyer. All rents payable for the month of Closing (including any such rents that are unpaid as of the Closing Date) shall be prorated as of the Closing Date and Buyer shall receive a credit against the Purchase Price for Buyer’s prorated share of such rents; provided, if Buyer subsequently receives any such rents that were unpaid as of the Closing Date and were prorated for the month of Closing, Buyer shall deliver such rents to Seller. All rents that are thirty (30) days or more delinquent shall not be prorated, and any such delinquent rents collected after Closing shall be payable to Buyer. All payments or prepayments of rents or other income or compensation attributable to the Property for the period subsequent to Closing collected or received or retained by Seller will be delivered to Buyer or credited against the Purchase Price.

Effective as of the Closing Date, Buyer will assume all liabilities of Seller for security deposits under the Leases, and such security deposits shall be a credit against the Purchase Price.

Buyer’s and Seller’s obligations under this Section 10 to make any adjustments to prorations or to deliver any rents or income to each other, as applicable, shall survive the Closing.

11.

Title.

Warranties of Seller. Seller warrants to Buyer that at Closing, Seller shall convey good and marketable fee simple title to the Property to Buyer, subject only to the following exceptions (the “Permitted Exceptions”):

The lien of ad valorem taxes that are not yet due and payable; and

The title exceptions appearing in Buyer’s title commitment for the Property (as last revised by the Title Company) for which Buyer does not make or waives any Title Objection (as defined below) or any Additional Title Objection (as defined below) in accordance with this Agreement.

For the avoidance of doubt, the Permitted Exceptions shall exclude the following matters (regardless of whether Buyer makes any Title Objection or Additional Title Objection with respect to such matters) (collectively, the “Mandatory Cure Items”): (i) any existing deeds of trust, mortgages, liens or other monetary encumbrances affecting the Property; (ii) delinquent taxes or assessments; (iii) unrecorded leases or possessory rights, except as set forth in the current rent roll for the Property; and (iv) liens or potential lien rights for any contractors, materialmen or brokers.

Title Objections.

Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.

Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item.

Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

12.

Casualty Prior to Closing. If the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall give Buyer prompt notice thereof, which notice shall include Seller’s reasonable estimate of: (1) the cost to restore and repair the damage; (2) the amount of insurance proceeds, if any, available for the same; and (3) whether the damage can be repaired prior to Closing. Within ten (10) days after receiving any such notice from Seller, Buyer may terminate this Agreement by delivering written notice to Seller of such termination. In such event, Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement. If Buyer does not terminate this Agreement within such ten (10) day period, Seller shall promptly make any agreed-upon repairs and replacements in a good and workmanlike manner prior to Closing, and Buyer shall be deemed to have accepted Property with the damage (subject to any such agreed-upon repairs by Seller) and shall receive at Closing: (1) a credit against the Purchase Price for any insurance proceeds which have been paid to Seller but have not been spent on any agreed-upon repairs; (2) an assignment of Seller’s claim for all unpaid insurance proceeds; and (3) a credit against the Purchase Price for any unpaid deductible that may be required in connection with any such unpaid insurance proceeds.

13.

Representations and Warranties.

Seller’s Representations and Warranties: Seller represents and warrants to Buyer as follows:

Seller has full authority to sign this Agreement and all documents to be executed by Seller as contemplated by this Agreement. The individual(s) executing this Agreement and all such documents contemplated by this Agreement on behalf of Seller are duly elected or appointed and validly authorized to execute and deliver the same.

This Agreement constitutes a legal, valid and binding obligation of Seller and, together with each of the documents to be executed by Seller as contemplated by this Agreement, is enforceable against Seller in accordance with its terms.

Seller is duly formed, validly existing and in good standing under the laws of the state of its formation and is qualified to transact business in the state where the Property is located.

Seller’s execution and delivery of this Agreement and Seller’s performance of its obligations in accordance with this Agreement will not constitute a violation, breach or default, nor result in the imposition of any lien or encumbrance upon the Property, under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound.

Seller owns good and marketable fee simple title to the Property that is insurable, subject only to the Permitted Exceptions.

Seller has not received notice of any legal actions, suits or other legal or administrative proceedings pending or threatened against Seller or the Property, and Seller is not aware of any facts which might result in any such action, suit or other proceeding.

To Seller’s knowledge, the Property does not contain any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act and the Clean Water Act, and in any amendments thereto, or in any regulations promulgated pursuant thereto, or in any applicable state or local law, regulation or ordinance.

Seller has no knowledge of (i) any condemnation or zoning change affecting or contemplated with respect to the Property; (ii) any changes contemplated in any applicable laws, ordinances or restrictions affecting the use of the Property as a mobile home park; or (iii) any liens or assessments (governmental or private), either pending or confirmed, with respect to sidewalk, paving, water, sewer, drainage or other improvements on or adjoining the Property or with respect to any property owners’ association, declaration or easement agreement (other than the lien of ad valorem property taxes that are not yet due and payable).

To Seller’s knowledge, Seller and the Property have complied and are currently in compliance with all applicable laws, ordinances, regulations, statutes, rules, restrictions and inspection requirements pertaining to or affecting the Property.

10.

There are no Contracts for the Property which are, or will be, a binding obligation of Buyer or that could create a lien, leasehold or other possessory interest, security interest, or encumbrance in or against the Property or any part thereof after the Closing, and Seller will deliver to Buyer true, correct and complete copies and originals of all Contracts as part of the Property Files in accordance with this Agreement. To Seller’s knowledge, each Contract is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or any other party to such Contracts.

11.

There are no Leases other than as provided to Buyer in the Property Files, and Seller will deliver to Buyer true, correct and complete copies and originals thereof in accordance with this Agreement. To Seller’s knowledge, each Lease is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or the tenant under such Leases. Except as expressly provided in the Leases, there are no tenant finish costs, brokerage commissions or other leasing costs paid or payable in connection with any Lease or renewal or expansion thereof.

12.

The Due Diligence Materials delivered by Seller to Buyer in accordance with this Agreement are full, complete and accurate copies of all Due Diligence Materials within Seller’s possession.

Buyer’s Representations and Warranties: Buyer represents and warrants to Seller as follows:

Buyer has full authority to sign this Agreement and all documents to be executed by Buyer as contemplated by this Agreement. The individual(s) executing this Agreement and all such documents contemplated by this Agreement on behalf of Buyer are duly elected or appointed and validly authorized to execute and deliver the same.

This Agreement constitutes a legal, valid and binding obligation of Buyer and, together with each of the documents to be executed by Buyer as contemplated by this Agreement, is enforceable against Buyer in accordance with its terms.

Survival Period. Seller and Buyer agree to promptly notify the other party if, prior to Closing, Seller or Buyer learns that any of its representations or warranties in this Agreement is no longer true or correct in any material respect. Seller’s and Buyer’s representations and warranties in this Section 13 shall be true and correct as of the Effective Date, and shall be deemed true and correct as of the Closing Date as if remade by separate certification at that time, and shall survive the Closing for a period of ninety (90) days after the Closing Date (the “Survival Period”). If Buyer or Seller provides written notice to the other party asserting a breach of any such representation or warranty on or before termination of the Survival Period, then such representation or warranty shall not terminate with respect to the matters described in such written notice until such matters are fully and finally resolved by negotiation, settlement, litigation or other appropriate proceedings.

14.

Brokerage. Buyer and Seller represent and warrant to each other that there are no brokers involved in this transaction except for the Buyer’s Broker (if any) and the Seller’s Broker (if any) listed in Section 1 of this Agreement. Buyer shall defend, indemnify, and hold Seller harmless from any and all claims asserted by any other broker or sales agent as a result of Buyer’s actions in connection with this Agreement. Seller shall defend, indemnify, and hold Buyer harmless from and against any and all claims asserted by any other broker or sales agent as a result of Seller’s actions in connection with this Agreement. These indemnities shall survive the Closing or the termination of this Agreement.

15.

Assignment. Buyer may transfer or assign any or all of its rights and obligations under this Agreement at any time.

16.

Notices.

All Notices Must Be in Writing. All notices required or permitted under this Agreement, including but not limited to amendments, demands, notices of termination and other notices, shall be in writing. A party’s legal counsel may deliver any notice on behalf of such party.

Method of Delivery of Notice. Subject to limitations and conditions set forth herein, notices may only be delivered: (1) in person; (2) by an overnight delivery service; (3) by e-mail; or (4) by registered or certified U.S. mail, prepaid, return receipt requested.

When Notice Is Received. Except as may be provided herein, a notice shall not be deemed to be given, delivered or received until it is actually received by the party to whom the notice was intended or that person’s authorized agent. Notwithstanding the above, (i) any notice deposited with a national overnight delivery service (e.g., FedEx or UPS) shall be deemed received one (1) business day after such notice is deposited with such overnight delivery service and (ii) if the sender of a notice by e-mail receives an automatic reply indicating that the e-mail has been opened, the e-mail notice shall be deemed received at that time.

Address or E-Mail for Receiving Notices: Notices to a party to this Agreement shall only be effective if sent to the e-mail address and/or physical address of such party listed in Section 1 of this Agreement or subsequently provided by such party to the other party hereto in accordance with the notice provisions herein.

17.

Default.

Seller’s Pre-Closing Remedy for Buyer Default. If Buyer defaults in its obligation to close and pay the Purchase Price in accordance with this Agreement, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and retain the Earnest Money as liquidated damages, in which event the parties shall have no further rights or obligations under this Agreement (except as expressly provided herein with respect to any obligations which are intended to survive the termination of this Agreement). Buyer and Seller agree that, due to the nature of this transaction, it would be impracticable and extremely difficult to fix the actual damages Seller would sustain should Buyer default in its obligation to purchase the Property. Buyer and Seller agree that liquidated damages are appropriate for this transaction and agree that the Earnest Money represents a reasonable estimate of the damages Seller would sustain by virtue of Buyer’s failure to perform its obligation to purchase the Property.

Buyer’s Pre-Closing Remedies for Seller Default. If Seller breaches any representation or warranty under this Agreement or fails to perform any of its obligations under this Agreement, Buyer shall be entitled, as its sole and exclusive remedy prior to Closing, either (a) to terminate this Agreement and receive a refund of the Earnest Money Deposit, and Seller shall reimburse Buyer an amount equal to the out-of-pocket costs incurred by Buyer in connection with the transaction contemplated by this Agreement, which reimbursement obligation of Seller shall survive the termination of this Agreement, or (b) to enforce specific performance of Seller’s obligations under this Agreement. Notwithstanding the foregoing, if, as a result of any intentional or willful default by Seller, the remedy of specific performance is not available to Buyer, then Buyer shall have the right to pursue all remedies available at law or in equity with respect to such intentional or willful default by Seller.

Post-Closing Remedies for Default. If, after the Closing, Seller or Buyer fails to perform any of its obligations which expressly survive the Closing, or if either party discovers a breach of a representation or warranty during the Survival Period, then Seller or Buyer, as the case may be, may exercise any remedies available to it at law or in equity, including specific performance or an action for damages.

Notice and Cure. Notwithstanding any other provision of this Agreement to the contrary, no breach, failure or default by Buyer or Seller (as applicable, the “Defaulting Party”) shall result in the exercise of any rights or remedies with respect to such breach, failure or default, unless and until the Defaulting Party shall be notified in writing by a document from the other party entitled “Notice of Default” (including reasonable specifics about the breach, failure or default), and the Defaulting Party shall have failed to cure the specified breach, failure or default within ten (10) days after receipt of such written notice.

18.

Other Provisions.

Entire Agreement and Modification: This Agreement constitutes the sole and entire agreement between the parties hereto, supersedes all of their prior written and verbal agreements and shall be binding upon the parties and their successors, heirs and permitted assigns. This Agreement may not be amended or modified except upon the written agreement of Buyer and Seller.

Governing Law and Interpretation: This Agreement may be signed in multiple counterparts each of which shall be deemed to be an original. No provision herein, by virtue of the party who drafted it, shall be interpreted less favorably against one party than another. All references to time shall mean Eastern Time. The governing law shall be those of the state in which the Property is located.

Time of Essence: Time is of the essence with respect to this Agreement.

Determination of Time Periods. In calculating any period of time provided for in this Agreement, unless otherwise expressly provided herein, the number of days shall refer to calendar days and not business days. If any day scheduled for performance of any obligation or the last day of any other period of time falls on a weekend or holiday observed by national banks or banks in the state where the Property is located, the day for performance shall be extended to the next business day.

Terminology: As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; and (2) all pronouns shall mean and include the person, entity, firm, or corporation to which they relate.

Duty to Cooperate: Seller and Buyer agree to do all things reasonably necessary and in good faith before and after Closing (including executing and delivering such additional documents as required by law or as reasonably requested by the other party) to fulfill the terms of this Agreement and carry out the intent and purpose of the parties as set forth in this Agreement.

Electronic Signatures: For all purposes herein, an electronic or facsimile signature shall be deemed the same as an original signature; provided, however, that each party agrees to promptly re-execute a conformed copy of this Agreement with original signatures if requested to do so by the other party.

Tax Deferred Exchange. Upon the request of either party, the parties agree to execute and deliver all documents and perform such acts as are reasonably necessary to enable the transactions contemplated by this Agreement to qualify as a like kind exchange of real property under Section 1031 of the Internal Revenue Code of 1986 (an “Exchange”). The requesting party shall bear all additional expenses incurred by the non-exchanging party arising out of the Exchange which would not otherwise have been attendant to this transaction, and the non-exchanging party shall not be required to incur any additional cost or liability in connection with such Exchange. Closing shall not be delayed as a result of any such Exchange. If the requesting party is unsuccessful in its efforts to structure this transaction as an Exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to that party’s obligations under this Agreement and Closing shall proceed without the intended Exchange.

Attorneys’ Fees. In the event suit is brought to enforce or interpret all or any part of this Agreement, or if suit is brought for any other relief permitted hereunder, the prevailing party in such suit shall be entitled to recover reasonably attorneys’ fees and costs incurred in connection with such suit to the fullest extent permitted by applicable law.

19.

Intentionally deleted.

20.

Exhibits and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part of this Agreement. If any such exhibit or addendum conflicts with any preceding paragraph, said exhibit or addendum shall control:

Exhibit “A”

Description of Property

Exhibit “B”

Due Diligence Materials and Special Provisions

Exhibit “C”

List of Park-Owned Homes

[SIGNATURES INCLUDED ON FOLLOWING PAGE]

Buyer(s) Initials:	Seller(s) Initials:

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the Effective Date.

BUYER:

MHP PURSUITS LLC,

a North Carolina limited liability company

By: /s/ Adam Martin

Name: Adam Martin

Title: CIO

Date: July 26, 2019

SELLER:

THE ARC INVESTMENT TRUST

By: /s/ Alva R. Cox

Name: Alva R. Cox

Title: Trustee

Date: July 26, 2019

EXHIBIT A

DESCRIPTION OF PROPERTY

PARADISE GARDENS

A 23 site mobile home park located at 2700 Oakwood Drive, West Columbia, SC, Lexington County. Site consists of 2.7 acres, Tax Map # 004597-04-006.

HYLER ACRES

A 28 site mobile home park located at 300 Cardinal Drive, Lexington, SC, Lexington County. Site consists of 8.08 acres, Tax Map # 005696-01-039.

HERMITAGE POND

A 49 site mobile home park located at 305 Hermitage Road, Lexington, SC, Lexington County. Site consists of 16.4 acres, Tax Map # 005300-07-091.

DAVIS ESTATES

A 11 site mobile home park located at 4216 Augusta Road, Lexington, SC, Lexington County. Site consists of 2.58 acres, Tax Map # 005627-04-005.

HIDDEN VALLEY

A 70 site mobile home park located at 100 Hidden Valley Drive, Lexington, SC, Lexington County. Site consists of 9.58 acres, Tax Map # 004598-02-001.

Buyer(s) Initials:	Seller(s) Initials:

EXHIBIT B

DUE DILIGENCE MATERIALS & SPECIAL PROVISIONS

The following shall be incorporated into this Agreement.

Within ten (10) days after the Effective Date, Seller shall deliver to Buyer copies of the following items to the extent within Seller’s possession (collectively, the “Due Diligence Materials”):

■

Operating financials for YTD and two preceding years; 12-month operating budget

■

Existing Survey, Environmental, Zoning and Title Reports and Policies

■

Water, Sewer, Trash, Gas, Electric, Property Tax, Ins, Repair & Maintenance Bills for the last 2-3 years

■

City, County and State Permits and Licenses

■

Signed lease agreements and signed rules & regulations for each tenant

■

A list of all Park-Owned Homes (if applicable), including Year, Make, Model, Size, Serial Number, VIN and Lot #

■

Certificates of title for Park-Owned Homes (if applicable)

■

Copy of current insurance policy and binder showing premiums and coverages

■

Itemization of past two year’s capital expenditures

■

Current rent roll including home site number, name of resident, move-in date, monthly rent, current balance, additional charges, prepaid rents, delinquencies, security deposits, and brief history of resident as available

■

List of employees/vendors with compensation

■

2-3 years of operating bank statements,

■

Intentionally deleted

■

Any additional information in Seller’s possession which would be helpful to the Buyer in the inspection of the Property.

■

Utilities and what they are made of (what are water/sewer lines made of? What is amperage of electric, etc.)

■

Who pays utilities and how is it metered? Water, sewer, gas, electric, trash, cable, landscaping, etc.

■

List of park problems (infrastructure, tenant, operational, etc.)

Prior to Closing, at Buyer’s request from time to time, Seller shall provide to Buyer a current rent roll and list of all delinquent Tenants within three (3) days after receipt of Buyer’s request.

If Seller desires to retain and not convey any Personal Property (“Excluded Property”), Seller shall deliver to Buyer a list of any such Excluded Property within five (5) days after the Effective Date. If Seller fails to deliver a list of Excluded Property within such five (5) day period, then Seller shall be deemed to have waived its right to exclude any Personal Property from the sale and conveyance of the Property, and all Personal Property owned by Seller shall be included in the sale and conveyance of the Property.

Intentionally deleted

Buyer shall have the right to extend the Closing Date one (1) time for an additional period of Fifteen (15) days if Buyer delivers written notice to Seller of such extension prior to the Closing Date and by depositing additional Earnest Money in the amount of $15,000 with Holder. Such additional amount shall be added to and deemed part of the Earnest Money for all purposes under this Agreement.

The Purchase Price shall be allocated on the Closing Statement as follows: Seventy percent (70%) to the Real Property and twenty percent (20%) to Personal Property and 10% to Goodwill.

Intentionally deleted.

Buyer(s) Initials:	Seller(s) Initials:

EXHIBIT C

LIST OF PARK-OWNED HOMES

[TO BE ATTACHED]

Buyer(s) Initials:	Seller(s) Initials:

Exhibit 10.2

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of August, 2019 (the “Effective Date”), by and between MHP PURSUITS LLC, a North Carolina limited liability company, or its permitted assigns (the “Purchaser”), and CSC WARNER ROBINS, LLC, a Georgia limited liability company (the “Seller”), and provides as follows:

THE PROPERTY.

1.1 Real Property. Seller agrees to sell and convey, and Purchaser agrees to purchase, Seller’s real property commonly known as Spring Lake Mobile Home Park and located at 918 Collins Avenue, Warner Robins, Georgia 31093, 214 Surrey Drive, Warner Robins, Georgia 31093, 213 Surrey Drive, Warner Robins, Georgia 31093, and 1108 Collins Avenue, Warner Robins, Georgia, and identified as Parcel #’s: 0C0180 003000, 000720 005000, 00072B 156000, 00072B 161000, and 00072B 162000, all located in Houston County, Georgia, and as more particularly described in EXHIBIT A attached hereto and by this reference made a part hereof, together with all improvements thereon and appurtenances thereunto belonging (collectively, the “Real Property”), and the property described in Section 1.2 below used in the operation of the Real Property as a mobile home park (the “Business”).

1.2 The Property. In addition to the Real Property, Seller agrees to sell and convey all right, title and interest in and to (a) all contracts and agreements that Purchaser expressly elects to assume prior to the expiration of the Study Period (the “Contracts”); (b) all existing lease and rental agreements related to the Business and the Property (the “Leases”); (c) all personal property owned by Seller and related to the operation of the Business, including, without limitation, the furniture, equipment, books and records (but limited to copies of the Leases, Rent Roll and tenant files and correspondence related thereto in Seller’s possession at Closing) , tools and certain mobile homes owned by Seller set forth on EXHIBIT B attached hereto and made a part hereof, together with intangible personal property including warranties, guaranties, licenses, permits, zoning approvals and development rights to the extent legally assignable (the “Personal Property”); and (d) an irrevocable license to use any and all trade names used or utilized in connection with the Real Property and/or Business (the “Trade Names”). The Real Property, Contracts, Leases, Personal Property and Trade Names are collectively referred to as the “Property.”

PURCHASE PRICE, FINANCING CONTINGENCY, METHOD OF PAYMENT AND ALLOCATION OF PURCHASE PRICE.

2.1 Purchase Price. The total purchase price shall be FIVE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($5,300,000.00) (the “Purchase Price”). Seller and Purchaser agree to allocate the Purchase Price at Closing among the Real Property and the Personal Property as follows: seventy percent (70%) (i.e., $3,710,000.00) to the Real Property and thirty percent (30%) (i.e., $1,590,000.00) to the Personal Property, and such allocation shall be reflected on the settlement statements executed by Purchaser and Seller at Closing.

2.2 Deposit. Within five (5) days after the Effective Date, Purchaser shall deliver to Stewart Title Guaranty Company, Attn: Danielle Howell, 5935 Carnegie Boulevard, Suite 301, Charlotte, NC 28209, E-mail: DHowell@stewart.com (the “Title Company”), an initial deposit in the amount of Fifteen Thousand and No/100 Dollars ($15,000.00) (together with any interest thereon, the “Deposit”). The Deposit shall be held in an insured account which may be interest-bearing if Purchaser elects. The Title Company may conclusively rely upon and act in accordance with any certificate, instructions, notice, letter, email and/or other written instrument believed to be genuine and to have been signed or communicated by the proper party or parties.

TEST AND STUDY PERIOD.

3.1 Preparation for Inspection. Within five (5) days after the Effective Date, Seller shall deliver to Purchaser all due diligence items listed on EXHIBIT C which are in Seller’s possession or control or available to Seller at minimal effort and expense (the “Seller’s Deliverables”). The date of Purchaser’s receipt of the Seller’s Deliverables shall be confirmed by the parties by e-mail confirming delivery and receipt of Seller’s Deliverables within three (3) days after Purchaser’s receipt of the Seller’s Deliverables.

3.2 Test and Study Period. Purchaser shall have thirty (30) days after receipt of all the Seller’s Deliverables (the “Study Period”), to conduct, at Purchaser’s expense, economic feasibility studies, verify business and accounting records (including operating statements, cash flow statements, aged accounts receivable and notes receivable), environmental studies of the Property (including a Phase I Environmental Site Assessment) and any improvements thereon, and to otherwise study the Property. The Purchaser shall have reasonable access to the Property in order to conduct non-invasive tests and studies, and the Seller shall otherwise reasonably cooperate with the Purchaser in conducting the tests and studies. Notwithstanding anything in this Agreement to the contrary, Purchaser shall obtain Seller’s written consent prior to performing any intrusive testing (including but not limited to a Phase II Environmental Site Assessment), which consent may be withheld in Seller’s sole discretion, and which may be provided by email. After completing each test, study, investigation, inspection or other examination, Purchaser shall restore the Property to a condition substantially identical to that of the Property prior to such test, study, investigation, inspection and other examination.

3.3 Right of Termination During Study Period. If the Purchaser is not satisfied, in its sole and absolute discretion, with the Property, then at any time prior to 11:59 p.m. Eastern time on the expiration day of the Study Period the Purchaser shall have the right to terminate this Agreement by giving written notice to the Seller, and no party shall have any further obligations under this Agreement (except for any obligations that expressly survive the termination of this Agreement), and the Deposit (including any interest thereon), shall be promptly returned by the Title Company to the Purchaser. Thereafter, the parties to this Agreement shall have no further responsibilities or obligations to one another. However, if the Purchaser does not elect to terminate this Agreement in accordance with its rights hereunder, then, except as may otherwise be provided for herein, this Agreement shall remain in full force and effect and the Deposit shall be nonrefundable to Purchaser except as otherwise set forth herein.

3.4 Approval Period. Notwithstanding the expiration of the Study Period, Purchaser shall have forty five (45) days after the end of the Study Period (the “Approval Period”) to obtain, review and approve (including obtaining any lender approvals, as necessary) a current Phase I Environmental Site Assessment, the Survey (as defined below), and a current appraisal with respect to the Property (each, an “Approval Item” and collectively, the “Approval Items”). Notwithstanding the foregoing, Purchaser shall order each Approval Item and provide written evidence thereof to Seller within five (5) days after the Study Period. If, after Purchaser has obtained any Approval Item, and provided such Approval Item was ordered as required by this Section 3.4, and such Approval Item is not acceptable to Purchaser or Purchaser’s lender, then Purchaser may terminate this Agreement by giving written notice to Seller at any time prior to 11:59 p.m. Eastern time on the expiration day of the Approval Period, and no party shall have any further obligations under this Agreement (except for any obligations that expressly survive the termination of this Agreement), and the Deposit (including any interest thereon) shall be promptly returned by the Title Company to Purchaser. Thereafter, the parties to this Agreement shall have no further responsibilities or obligations to one another. However, if the Purchaser does not elect to terminate this Agreement in accordance with its rights hereunder, then, except as may otherwise be provided for herein, this Agreement shall remain in full force and effect and the Deposit shall be nonrefundable to Purchaser except as otherwise set forth herein.

3.5 Indemnification. Purchaser shall indemnify, defend and save harmless Seller, Seller’s affiliates and their agents, representatives and employees (the “Seller Indemnified Parties”) from and against any damage, claim, loss, liability or expense, including without limitation, interest, penalties and reasonable attorneys’ fees, incurred or suffered by the Seller Indemnified Parties or any of them, by reasons arising out of, caused by or connected with Purchaser’s entry, use or occupancy on or of the Property, except to the extent arising from any Seller Indemnified Party’s own negligence or willful misconduct. This indemnification obligation of Purchaser shall survive the termination of this Agreement. This indemnity shall not extend to, and Seller hereby releases Purchaser from liability for, any claims, damages or other liability resulting from or related to any existing environmental contamination on the Property that may be discovered by Purchaser as a result of its investigations under this Section.

3.6 Purchaser and its consultants shall not be permitted to disclose any environmental matters to any governmental authority without the prior written consent of Seller. If for any reason Purchaser does not purchase the Property (except in the event of Seller default), Purchaser agrees to provide copies to Seller, without representation or warranty of any kind, of all third-party reports, studies and surveys relating to Purchaser’s physical examination of the Property.

TITLE MATTERS.

4.1 Marketable Title.

(a) Real Property. Seller shall convey to the Purchaser good and marketable fee simple title to the Real Property by Limited Warranty Deed, subject to only the following exceptions (collectively, the “Permitted Exceptions”): (A) all matters shown on the Commitment (as defined herein) and approved by Purchaser pursuant to Section 4.2 or otherwise; (B) non-delinquent real property taxes, water and sewer charges and all assessments which are not yet due and payable; (C) any matter (including any lien, encumbrance or easement) voluntarily imposed or consented to in writing by Purchaser prior to or as of the Closing; (D) laws and governmental regulations governing the use, operation and maintenance of the Property; (E) such state of facts as may be shown on an accurate and current survey or by inspection of the Property; and (F) rights of tenants, as tenants only, of the Land under the terms and conditions of all Leases set forth on the Rent Roll provided to Purchaser. For the avoidance of doubt, the Permitted Exceptions shall exclude the following matters (regardless of whether Purchaser delivers any objection with respect to such matters) (collectively, the “Mandatory Cure Items”): (i) any existing deeds of trust, mortgages, liens or other monetary encumbrances affecting the Property (unless voluntarily imposed or consented to in writing by Purchaser); (ii) delinquent taxes or assessments; (iii) leases or possessory rights, except for the Leases set forth in the Rent Roll provided to Purchaser; and (iv) liens of any contractors, materialmen or brokers (unless contracted by Purchaser).

(b) Personal Property. Seller shall transfer good and marketable title to the Personal Property to Purchaser by Bill of Sale, free and clear of any lien, security interest or encumbrance of the Seller or any other party.

4.2 Title Defects; Election to Cure.

(a) Purchaser shall have the right to obtain a commitment for an owner’s and lender’s title insurance policy from the Title Company (the “Commitment”), at Purchaser’s sole cost and expense, with such coverage as Purchaser deems appropriate in the amount of the Purchase Price and loan amount and insuring Purchaser’s fee simple ownership of the Property to be acquired hereunder. Additionally, Purchaser may, during the Study Period and the Approval Period, order an ALTA/NSPS land title survey or other survey of the Property prepared by a qualified registered surveyor in the jurisdiction in which the property is located in the form and with such certifications as desired by Purchaser (the “Survey”). The cost of such Survey shall be borne by Purchaser.

(b) If Purchaser’s examination of the Commitment and/or the Survey reveal facts which in the opinion of Purchaser or its attorney constitute objections to or affect the marketability of title to, or Purchaser’s desired use of, the Property, Purchaser may give written notice of any defects in title (“Title Objections”) to Seller and Seller’s counsel in writing prior to the expiration of the Study Period, and Purchaser may give written notice of any survey defects, including any objectionable title matters shown on the Survey (“Survey Objections”), to Seller and Seller’s counsel prior to the expiration of the Approval Period. If Purchaser timely delivers its Title Objections or Survey Objections, Seller may, but will not be obligated to, elect to cure such Title Objections or Survey Objections and shall notify Purchaser in writing within five (5) business days after receipt of the Title Objections or Survey Objections of the status of such cure (said notice hereinafter called “Seller’s Title Notice”). If Seller notifies Purchaser that Seller is unable or unwilling to cure any Title Objection or Survey Objection or Seller does not give Seller’s Title Notice as set forth herein, Purchaser shall be deemed to have waived such Title Objections or Survey Objections (and any title matters of record as of the Effective Date except for Mandatory Cure Items) and such Title Objections, Survey Objections or title matters shall be deemed Permitted Exceptions unless Purchaser delivers to Seller written notice terminating this Agreement by the later of (i) five (5) days after receipt of Seller’s Title Notice or the due date of Seller’s Title Notice if Seller’s Title Notice was not received, or (ii) the expiration of the Study Period (in the case of any Title Objection) or the expiration of the Approval Period (in the case of any Survey Objection). If Seller elects to cure certain Title Objections or Survey Objections, Seller shall use good faith efforts to cure such Title Objections or Survey Objections on or before the Closing Date, but Seller’s failure to cure any such Title Objections or Survey Objections shall not be deemed a default under this Agreement. Seller covenants to cure, at or prior to Closing, all Mandatory Cure Items, and Seller’s failure to cure the same shall be a default under this Agreement.

(c) Seller shall allow no encumbrances or easements to be placed on or granted with respect to the Property, other than those existing as of the Effective Date, without the prior written consent of Purchaser. If any such encumbrances or easements arise prior to the Closing Date and Purchaser objects, Seller shall, at its sole expense, cure the matters objected to prior to the Closing Date.

RESERVED.

CLOSING; SELLER’S OBLIGATIONS AT CLOSING; PURCHASER’S OBLIGATIONS AT CLOSING.

6.1 Closing. The closing of the transaction contemplated by this Agreement (the “Closing”) shall occur at a date and time to be mutually agreed upon by the parties on or before the date that is thirty (30) days after the expiration of the Approval Period (the “Closing Date”). Closing shall be conducted by the Title Company pursuant to an escrow arrangement. The Title Company shall be responsible for receiving the Purchase Price proceeds, causing all documents to be recorded, disbursing the Purchase Price proceeds, and otherwise conducting Closing.

6.2 Seller’s Obligations at Closing. At Closing, Seller shall execute and deliver to Purchaser the Limited Warranty Deed referred to in Section 4.1 hereof (the “Deed”) and shall deliver to Purchaser the following:

(a) If requested by Purchaser, a non-warranty deed conveying the Property using the legal description from the Survey, if applicable;

(b) A Bill of Sale transferring the Personal Property in a form reasonably acceptable to Seller and Purchaser;

(c) An Assignment and Assumption of Leases and Contracts in a form reasonably acceptable to Seller and Purchaser (the “Assignment and Assumption”);

(d) All certificates of title or other documents (e.g., DMV forms, powers of attorney, etc.) reasonably required for the transfer of title to the mobile homes owned by Seller to the extent in the possession of Seller at Closing;

(e) A “bring-down” certificate reaffirming that Seller’s representations and warranties in this Agreement are true and correct as of the Closing Date;

(f) An owner’s affidavit in form reasonably acceptable to the Title Company affirming that there are no outstanding possessory rights other than tenants under the Leases, liens or rights to claim liens against the Property, and any other affidavits reasonably required by Title Company;

(g) Documentation as may be reasonably required by Title Company to confirm Seller’s authority to undertake and consummate the Closing;

(h) An affidavit in a form complying with law that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and information necessary to complete an IRS Form 1099;

(i) A closing statement reflecting the Purchase Price and all adjustments, prorations and credits thereto, and such disbursements as the parties wish to reflect thereon in connection with the transaction contemplated hereby (the “Closing Statement”);

(j) All other documents necessary to transfer or assign to Purchaser any zoning approvals, permits, or other development rights with respect to the Property;

(k) An Affidavit of Seller's Residence or a Seller's Certificate of Exemption establishing that Seller is exempt from the requirements of Official Code of Georgia Annotated § 48-7-128 and the regulations promulgated thereunder;

(l) An Affidavit of Seller Regarding Broker in form acceptable to Purchaser’s title insurer to issue Purchaser a title policy without exception for any lien related to a brokerage commission owing as a result of Seller’s actions; and

(m) Such other documents contemplated by this Agreement or required by Title Company to be deposited by Seller to carry out the terms of this Agreement.

6.3

Purchaser’s Deliveries. At Closing and contemporaneously with the Seller’s compliance with the provisions of Section 6.2, Purchaser shall deliver to Seller the following:

(a) The balance of the Purchase Price;

(b) A counterpart to the Assignment and Assumption;

(c) Documentation as may be reasonably required by Title Company to confirm Purchaser’s authority to undertake and consummate the Closing;

(d) A counterpart to the Closing Statement; and

(e) Such other documents contemplated by this Agreement or required by Title Company to be deposited by Purchaser to carry out the terms of this Agreement.

7. CLOSING COSTS; ADJUSTMENTS; RIGHTS OF THE PARTIES; RISK OF LOSS; AND CONDEMNATION.

7.1 Costs

(a) Seller Costs. Seller shall pay the following: (i) one half (1/2) of all escrow fees charged by the Title Company; (ii) all documentary transfer taxes required in connection with recording the Deed, including County and City taxes; and (iii) all other costs generally borne by sellers of real property in Houston County, Georgia.

(b) Purchaser Costs. Purchaser shall pay the following: (i) one half (1/2) of all escrow fees charged by the Title Company; (ii) all premiums and charges of the Title Company for the Commitment and all title policies, including any endorsements requested by Purchaser, as well as other title charges and Survey fees; (iii) the cost of any Survey and other fees and charges incurred by Purchaser in connection with its inspections of the Property; (iv) the cost of any title insurance policy for any lender of Purchaser and all costs to record any documents in connection with any loan to Purchaser; (iv) the cost of recording the Deed, and (v) all other costs generally borne by Purchasers of real property in Houston County, Georgia.

(c) Other Costs. Each party shall pay its own legal, accounting and other expenses incurred in connection with this Agreement or Closing hereunder, except as otherwise provided herein upon a default.

7.2

Prorations.

(a) All prepaid rent, taxes and known assessments, rents, utilities and any other sums normally and usually pro-rated in the sale of commercial property in the metropolitan area in which the Property is located, shall be pro-rated as of the Closing Date, with Purchaser being deemed to own the Property for the entire day of the Closing Date. All real estate taxes shall be prorated based upon the fiscal year. Subsequent to the Closing, if any rental or revenues allocable to the period prior to the Closing Date are actually received by Purchaser, all such amounts shall first be applied to post closing rents due to Purchaser and the balance shall be immediately paid by Purchaser to Seller. Purchaser shall make a good faith effort and attempt to collect any rental or revenues allocable to the period after the Closing Date for the benefit of Seller; however, Purchaser shall not be required to expend any funds or institute any litigation in its collection efforts. After the Closing, Seller may take any action against any of the tenants for unpaid rent, provided that Seller hereby waives any and all rights it may have to dispossess any delinquent tenant or levy or attach the leasehold interest, fixtures, or personal property of any such tenant.

(b) At Closing, Purchaser shall receive a credit for each security deposit under each Lease then held by Seller in the amount then held by Seller, as the amount of such security deposit may have been reduced or applied by Seller under the terms of the Lease.

(c) In the event property taxes or assessments are estimated at Closing, Purchaser and Seller shall, upon the issuance of the actual tax bill or assessment after Closing, promptly make such financial adjustments between themselves as are necessary to correctly prorate such taxes. This paragraph shall survive the Closing.

7.3

Waste; Continuing Operations. Prior to Closing, the Seller shall neither commit nor permit waste to the Property, shall maintain the Property in good repair and condition, shall operate the Property solely in the normal course of its business and shall not execute any lease without Purchaser’s prior consent except in the ordinary course of business and consistent with prior leasing practices. All Contracts, unless Purchaser provides written notice to Seller of Purchaser’s election to assume such Contracts at Closing during the Study Period, shall be terminated by Seller at or prior to Closing, at Seller’s sole cost and expense.

7.4

Risk of Loss.

(a) Condemnation and Casualty

. If, prior to Closing, all or any portion of the Real Property is taken by condemnation or eminent domain, or becomes the subject of a pending taking which has not been consummated, or is destroyed or damaged by any casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is “Material” (as hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller's notice and, if applicable, the Closing Date shall be extended to provide Purchaser such ten (10) days. If this Agreement is terminated, the Deposit (and any interest thereon) shall be returned to Purchaser and the parties shall have no further obligations under this Agreement (except for those obligations which expressly survive termination). If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (i) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price; and (ii) at Closing, Seller shall either pay to Purchaser, or assign to Purchaser the right to receive, all condemnation proceeds or insurance proceeds paid or awarded to Seller, or if such have not been awarded, all of Seller’s right, title and interest therein, payable with respect to such condemnation or fire or other casualty; and (iii) with respect to any casualty insurance proceeds, Purchaser shall receive a credit against the Purchase Price for any deductible that may be required in connection with such insurance proceeds.

(b) Condemnation Not Material

. If a condemnation is not Material, the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price and at Closing, Seller shall either pay to Purchaser, or assign to Purchaser the right to receive, all condemnation proceeds paid or awarded to Seller, or if such have not been awarded, all of Seller’s right, title and interest therein, payable with respect to such condemnation.

. If a casualty is not Material, Seller shall not be obligated to repair any damage, the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price and at Closing, (i) Seller shall either pay to Purchaser, or assign to Purchaser the right to receive, all insurance proceeds paid or awarded to Seller, or if such have not been awarded, all of Seller’s right, title and interest therein, payable with respect to such casualty; and (ii) Purchaser shall receive a credit against the Purchase Price for any deductible that may be required in connection with such insurance proceeds.

(d) Materiality

. For purposes of this Section 7.4, “Material” means: (i) with respect to a taking by eminent domain, any taking that: (A) causes a material reduction in the size of the Real Property or materially interferes with the planned use or operation of the Real Property as determined by Purchaser in its reasonable discretion; or (B) materially affects ingress and egress or parking at the Property; or (ii) with respect to a casualty, any casualty that requires repairs or replacements costing greater than Twenty-Five Thousand Dollars ($25,000.00).

CONDITIONS PRECEDENT TO THE PURCHASER’S CONSUMMATING CLOSING.

The Purchaser’s obligation to consummate Closing hereunder is expressly conditioned upon the satisfaction of the following (which may be waived in writing, in whole or in part, by the Purchaser at or prior to the Closing):

8.1

There shall have been no material adverse change in the title or condition of the Property or the Seller’s business as it relates to the Property since the date of this Agreement, except as may be addressed by Section 7.4 of this Agreement.

8.2 There shall have been no breach of any of the representations or warranties made by the Seller herein, all such representations and warranties shall be true and correct as of the date of this Agreement and as of the Closing Date, and the Seller shall have performed all undertakings and obligations and complied with all conditions required by this Agreement to be performed or complied with by the Seller on or before the Closing Date.

REPRESENTATIONS AND WARRANTIES.

9.1

Seller represents and warrants to Purchaser that:

(a) Seller is, and at Closing shall be, the sole owner of the Property and shall have the fee simple record and marketable title to the Property, free and clear of all liens and encumbrances, except for the Permitted Exceptions.

(b) Seller is a limited liability company duly formed and validly existing under the laws of the State of Georgia.

(c) To Seller’s knowledge, the execution and performance of this Agreement by Seller will not conflict with any provision of law applicable to Seller, nor will it result in the breach of any provision of, or constitute a default under, any agreement or instrument to which Seller is a party or by which the Property is bound.

(d) This Agreement and the documents to be delivered by Seller at Closing have been or will be duly executed and delivered by Seller.

(e) The Seller is not a party to and is not bound by any sales contract, option agreement, right of first refusal agreement or other contract or agreement providing for the sale or other conveyance of the Property or any portion thereof.

(f) The rent roll provided or to be provided to Purchaser as of the Effective Date and at Closing (the “Rent Roll”) is or will be true, correct and complete in all material respects as of the date thereof.

(g) Seller is the lessor or landlord or the successor lessor or landlord under the Leases. Except as set forth in the Rent Roll, there are no leases or occupancy agreements affecting the Property. Seller shall pay all commissions, due, payable or owing, with respect to Leases entered into prior to Closing. No tenant has been given free rent, any concession in the payment of rent or any abatement of rent (except as set forth in the Rent Roll). No tenant or other occupant has any right of first refusal or option to purchase the Property or any portion thereof.

(h) None of the Personal Property, excluding any mobile homes owned by Seller, are subject to any lease, security interest, lien or title retention agreement.

(i) Seller has not (i) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

(j) Neither Seller nor any person or entity who owns an interest in Seller is a person or entity with whom Purchaser is restricted from doing business under any the Anti-Terrorism Laws, including without limitation any persons named on the OFAC’s Specially Designated Nationals and Blocked Persons List.

(k) Except as may be included in the Seller’s Deliverables, Seller has not entered into any service contracts, vendor contracts, employment agreements or management agreements with respect to the Property or the Business.

(l) Seller has not received any notice from any third party of any pending or threatened legal action, condemnation, rezoning or administrative proceeding, any outstanding claim for any injury, damage, breach or default, or any uncured violation of Seller or the Property under applicable law or with respect to any Lease, Contract or other agreement or encumbrance affecting the Property.

(m) To Seller’s knowledge, except as may be disclosed in any environmental reports or other materials within the Seller’s Deliverables, the Property does not contain any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act and the Clean Water Act, and in any amendments thereto, or in any regulations promulgated pursuant thereto, or in any applicable state or local law, regulation or ordinance.

(n) To Seller’s knowledge, the Seller’s Deliverables delivered by Seller to Purchaser are full and complete copies of all such documents and materials.

(o) The representations and warranties of Seller set forth in this Section shall survive Closing for a period of ninety (90) days. If Purchaser discovers a breach of any such representation or warranty of Seller during such ninety (90) day survival period, Purchaser may exercise any rights and remedies available at law or in equity with respect to such breach; provided, however, Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the claims for all such breaches collectively aggregate more than Ten Thousand and No/100 Dollars ($10,000.00), in which event the full amount of such claims shall be actionable, up to, but not to exceed, Ninety Thousand and No/100 Dollars ($90,000.00), and (b) Purchaser has filed a lawsuit against Seller for an uncured breach of such representations and warranties no later than ninety (90) days after the Property has been conveyed to Purchaser. The provisions of this paragraph shall survive Closing.

(p) NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, AND SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING, (a) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (b) THE EXISTENCE, NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, RIGHT TO POSSESSION OR USE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER MATTER AFFECTING TITLE TO THE PROPERTY; OR (c) WHETHER THE USE OR OPERATION OF THE PROPERTY COMPLIES WITH ANY AND ALL LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER REGULATORY BODY. PURCHASER AGREES TO ACCEPT THE PROPERTY AND ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER, ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS. PURCHASER EXPRESSLY ACKNOWLEDGES THAT EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED OR BILL OF SALE), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT OR IN ANY WRITTEN INSTRUMENT DELIVERED BY SELLER TO PURCHASER, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW REGARDING OR WITH RESPECT TO ANY SUCH INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED OR TO BE PROVIDED BY SELLER REGARDING THE PROPERTY.

FURTHER, EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PRESENCE OR DISPOSAL ON OR BENEATH THE PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES OR MATERIALS WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE (INCLUDING, WITHOUT LIMITATION, ASBESTOS) AND SHALL HAVE NO LIABILITY TO PURCHASER THEREFOR. WITHOUT LIMITATION OF THE PRECEDING SENTENCE, SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR GUARANTY REGARDING THE ACCURACY OF ANY ENVIRONMENTAL REPORTS WHICH MAY BE INCLUDED WITHIN THE SUBMISSION MATTERS.

PURCHASER, AND ANYONE CLAIMING, BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES, DISCHARGES, AND HOLDS HARMLESS SELLER, ITS EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND AGENTS, AND THEIR RESPECTIVE PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS FROM ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSION, OR OTHER CONDITIONS AFFECTING THE PROPERTY; PROVIDED, THAT THIS SHALL NOT RELEASE SELLER FROM CLAIMS ARISING, IF ANY, AS A RESULT OF ANY WRITTEN REPRESENTATION OR WARRANTY OF SELLER BEING FALSE WHEN MADE OR REAFFIRMED IN WRITING BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND SUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. THIS COVENANT RELEASING SELLER SHALL BE BINDING UPON PURCHASER, ITS PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS.

THE PROVISIONS OF THIS SECTION 9.1(P) (INCLUDING, WITHOUT LIMITATION, THE WAIVER AND RELEASE OF CLAIMS CONTAINED HEREIN) SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.

(q) Except as expressly stated herein or in any written instrument delivered by Seller to Purchaser in connection herewith, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Purchaser in connection with the transaction contemplated hereby. Purchaser acknowledges and agrees that all third party generated materials, reports, data and information delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information prepared by third parties by Purchaser shall be at the sole risk of Purchaser.

9.2

Purchaser represents and warrants to Seller that:

(a) Purchaser is a limited liability company duly formed and validly existing under the laws of the State of North Carolina.

(b) To Purchaser’s knowledge, the execution and performance of this Agreement by Purchaser will not conflict with any provision of law applicable to Purchaser, nor will it result in the breach of any provision of, or constitute a default under, any agreement or instrument to which Purchaser is a party or by which the Property is bound.

(c) This Agreement and the documents to be delivered by Purchaser at Closing have been or will be duly executed and delivered by Purchaser.

(d) Purchaser has not (i) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

(e)

(e) Neither Purchaser nor any person or entity who owns an interest in Purchaser is a person or entity with whom Seller is restricted from doing business under the Anti-Terrorism Laws, including without limitation any persons named on the OFAC’s Specially Designated Nationals and Blocked Persons List.

(i)

(f) The representations and warranties of Purchaser set forth in this Section shall survive Closing for a period of ninety days (90) days. The provisions of this paragraph shall survive Closing.

10.

RESERVED.

11.

DEFAULT.

11.1 By Purchaser. If Purchaser defaults in performing any of its obligations under this Agreement, and such default continues for fifteen (15) days after written notice from Seller to Purchaser of such default, then Seller shall have the right to terminate this Agreement by written notice to Purchaser, in which event the Title Company shall deliver the Deposit to Seller and Seller shall retain the Deposit as liquidated damages, the actual damages being difficult, if not impossible to determine.

11.2 By Seller. If Seller defaults in performing any of its obligations under this Agreement, and such default continues for fifteen (15) days after written notice from Purchaser to Seller of such default, then Purchaser shall have the right either to (i) terminate this Agreement by written notice to Seller and receive from Title Company a return of the Deposit, and Seller shall reimburse Purchaser an amount equal to the out-of-pocket costs incurred by Purchaser in connection with the transaction contemplated by this Agreement (such reimbursement amount not to exceed $20,000.00), whereupon this Agreement shall become null and void and of no further force or effect, except for such reimbursement obligation of Seller which shall survive the termination of this Agreement and otherwise as expressly provided herein; or (ii) seek specific performance of Seller’s obligation to convey title to the Property hereunder, provided that any specific performance proceeding shall be commenced within ninety (90) days after the date the Closing was to have occurred and shall be diligently prosecuted thereafter; or (iii) waive such default and proceed to Closing. Notwithstanding the foregoing, if, as a result of any intentional willful default by Seller, the remedy of specific performance is not available to Purchaser, then Purchaser shall have the right to pursue all remedies available at a law or in equity with respect to such intentional or willful default by Seller. This paragraph shall not limit Purchaser’s rights and remedies after Closing for a breach of any representation or warranty of Seller in accordance with Section 9.1 above.

12.

MISCELLANEOUS PROVISIONS.

12.1 Successors and Assigns. All of the terms, provisions of and obligations under this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Purchaser shall have no right to assign this Agreement without the prior written consent of Seller; provided, however, that such consent shall not be required for an assignment to another corporation, partnership or limited liability company affiliated with Purchaser or its principals. No such assignment shall relieve Purchaser from liability under this Agreement.

12.2 Notices. Whenever any notice, consents, request, instruction, approvals and other communications provided for herein is requested, such notice, consents, requests, instructions, approvals and other communications shall be validly given, made or served if in writing and delivered personally or by recognized overnight courier, sent via certified mail, sent via e-mail or postage pre-paid, at the following address:

PURCHASER:	MHP Pursuits LLC 136 Main Street Pineville, NC 28134 Attn: Adam A. Martin Email: adam@mhproperties.com

WITH COPY TO:	Bass, Dunklin, McCullough & Smith, PLLC 6302 Fairview Road, Suite 580 Charlotte, NC 28210 Attn: Thomas D. Rivers, Esq. Email: thomas.rivers@bassdunklin.com

SELLER:	CSC Warner Robins, LLC c/o NL-LC P.O. Box 12226 Richmond, Virginia 23241 Attn: Yogi Singh Email: yogi@nl-lc.com

WITH COPY TO:	Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 Attn: Elizabeth Carr, Esq. Email: ecarr@williamsmullen.com

Any such notice, consents, requests, instructions, approvals and other communications which shall be served upon either of the parties in the manner aforesaid shall be deemed sufficiently given for all purposes hereunder (a) at the time such notices, consents, requests, instructions, approvals and either communications are hand delivered in person, (b) on the next business day after being sent via express mail or delivery/courier service guaranteeing overnight delivery, (c) on the second day after the mailing of such, in accordance with the preceding portion of this paragraph, or (d) on the day of delivery by electronic mail with confirmation of receipt.

12.3 Real Estate Commissions. Each party hereunder represents and warrants to the other that it did not consult or deal with any broker or agent, real estate or otherwise, with regard to this Agreement or the transactions contemplated hereby other than Capstone Manufactured Housing, who will be compensated by Seller pursuant to a separate written agreement. Each party hereto agrees to indemnify and hold harmless the other party from all liability, expense, loss, cost or damage, including reasonable attorneys’ fees that may arise by reason of any claim, demand or suit of any other agent or broker claiming through them arising out of facts constituting a breach of the foregoing representations and warranties. The provisions of this Section shall survive Closing or any termination of this Agreement.

12.4 Further Assurances. In addition to the obligations required to be performed hereunder by the Seller at the Closing, the Seller agrees to perform such other acts, and to execute, acknowledge, and/or deliver at or subsequent to the Closing such other instruments, documents and other materials as the Purchaser may reasonably request in order to effectuate the consummation of the transaction contemplated herein and to vest title to the Property in the Purchaser. The provisions of this subsection 12.4 shall survive Closing.

12.5 Governing Law. Any disputes, actions or claims relating to this Agreement shall be governed by the laws of the State of Georgia, irrespective of any conflict of law principals to the contrary. The provisions of this subsection 12.5 shall survive Closing hereunder.

12.6 Exclusive Dealing. During the term of this Agreement, Seller, shall not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person relating to the acquisition of all or any part of the Property.

12.7 Entire Agreement. This Agreement sets forth the entire understanding between the parties; it supersedes all previous agreements and representations which are deemed merged herein and may not be modified except in a writing executed by both parties.

12.8 Tax-Deferred Exchange. At either party’s request, the other party shall cooperate to structure the sale of the Property as a tax-deferred exchange under Section 1031 of the Internal Revenue Code and shall execute any documents necessary to complete such 1031 exchange transaction, provided that: (a) the requesting party shall reimburse the other party for all resultant additional expenses it pays or incurs, (b) the other party shall not be obligated to take title to any property other than the Property for any period of time, (c) the other party shall not be obligated to execute any notes or mortgages or to incur any liabilities as a result of participating in the exchange, (d) the Closing is not delayed beyond the Closing Date, and (e) the requesting party shall indemnify, defend and hold harmless the other party against claims, costs, loss, or liability arising from or related to the exchange.

12.9 Attorneys’ Fees. If litigation is required by either party to enforce or interpret the terms of this Agreement, the prevailing party of such action shall, in addition to all other relief granted or awarded by the court, be awarded costs and reasonable attorneys’ fees, charges and disbursements and expert witnesses fees and costs incurred by reason of such action or arbitration and those incurred in preparation thereof at both the trial or arbitration and appellate levels.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

SIGNATURE PAGE TO FOLLOW

SIGNATURE PAGE TO PURCHASE AGREEMENT

IN WITNESS WHEREOF, each party has executed and sealed this Agreement or caused it to be executed and sealed on its behalf by its duly authorized representatives, the day and year first above written.

PURCHASER:

MHP Pursuits LLC,

a North Carolina limited liability company

By: /s/ Michael Anise

Name: Michael Anise

Its: CFO/COO

SELLER:

CSC Warner Robins, LLC,

a Georgia limited liability company

By:/s/ Yoginder H. Singh

Name:Yoginder H. Singh

Its: Manager

EXHIBIT A

REAL PROPERTY

EXHIBIT B

PERSONAL PROPERTY

Site ID	POH Status	Manufacturer	Home Model	VIN	Year
15	Owned	Schult	Omni	47834	1996
20	Owned	Clayton	Spirit	WHC005329GA	1996
203 South Cambridge	Owned	Flintstone		F156S142CK6130GA	1985
209 Ridgewood	Owned	Schult	SCHULT	230189	1988
300 Ridgewood	Owned	Waycross	Phoenix	WHGA1819	1986
500 South Cambridge	Owned	Fleetwood		GAFLR07A30456W2	1994
603 South Cambridge	Owned	Horton	Country Haven	H155580G	1999
605 South Cambridge	Owned	Horton		H79636G	1990
607 South Cambridge	Owned	General		GMHGA247944655	1996
609 South Cambridge	Owned	Horton		H207796G	1999
610 South Cambridge	Owned	Waycross	Spirit 3	WHC008731GA	1998
LOT 17	Owned	OAKWOOD HOMES CORP	DESTINY	046687AB	1996
17	Owned	Redman	New Moon	3679	1978
115 Ridgewood	Owned	Destiny		OW52916	1997
301 Ridgewood	Owned	Fleetwood	SANDPOINTE	F248SC1775GA	1986
304 Ridgewood	Owned	Horton	Summit	H58783G	1988
504 South Cambridge	Owned	Redman	HOMESTEAD	HMST2440GA	1987
600 South Cambridge	Owned	Homestead		HMST4282GA	1989
25	Abandoned	Flintstone		F248SC1014GA	1985
216 Ridgewood	Abandoned	Horton Homes inc	Summit	H101812G	1993
218 Ridgewood	Abandoned	Crimson Indutries	Crimson	ALWI2612370	1979
101 Ridgwood	Abandoned	Flintstone	EASTWOOD	FS56S142FB1503GA	1985
207 Ridgewood	Abandoned	Horton Homes inc	Summit	H54040G	1986
LOT 23	Abandoned	Fleetwood	WESTFIELD CLASSIC	GAFLJ34B10768SH	1989
102 Waverly Court	Abandoned	American	SILHOUETTE	SG21390	1988
111 Ridgewood	Abandoned	Destiny	Omni	H55210G	1987

Item	Brand	Description	Model	Serial Number
Pressure Washer	Ryobi	2800PSI pressure washer		0A6062D050115
Computer	Dell	Laptop	Inspiron	93X2B2
Printer	Brother	Brother 3in1 printer	MFC-7860DW	U62702D3N46651
Cell Phone	LG	Office cell phone	LG K8 V	354437082163433l
Chainsaw	Ryobi	16" chainsaw	RY3716	EU16223D020780
Weedeater	Ryobi		S430 4 cycle	EU163551D050997
Various hand tools
Office furniture

EXHIBIT C

DUE DILIGENCE ITEMS

● Most recent ALTA/NSPS or Land Survey of the site(s)

● Existing Title Policy for site(s) to include land description

● Most recent Environmental Phase I report

● Any existing Property Condition Reports for real and personal property included in the purchase

● Current Rent Roll

● Current Ground, Personal and Real Property Leases

● Other income reports and data

● ● 2017, 2018, and Year-To-Date Profit and Loss Statements and previous two (2) years Tax Returns

● Current and Historical Aged Receivables reports owed by Tenants

● Existing Security Deposits on File

● Current Property and Capital Budgets

● 2018 and current Year-To-Date Repair and Maintenance Bills and Utility Bills including but not limited to electrical, gas, water, sewer, trash, phone, cable, etc.

● Current Real Estate Tax bills and previous two (2) years of Real Estate Tax bills

● Historical Capital Expenditures Report and current capital projects underway

● Current Service Agreements for vendors servicing the Property (landscaping, janitorial, security, etc.)

● Current employment contracts and agreements (on and off-site staff to include management, maintenance and construction teams, etc.)

● Personal Property Inventory List included in Purchase

● Current Insurance policy

● Historical Insurance Loss Runs & Claims

● Existing Loan Agreement