Item 1.01                        Entry into a Material Definitive Agreement.

 

Gilmer and Sons

 

On January 7, 2020, MHP Pursuits LLC (the “Buyer”), a wholly-owned subsidiary of Manufactured Housing Properties Inc., a Nevada corporation, entered into a purchase and sale agreement (the “Gilmer and Sons Purchase Agreement”) with Gilmer and Sons Mobile Home Sales and Rentals, Inc., a South Carolina corporation (“Gilmer and Sons”), for the asset purchase of 11 manufactured housing communities located in South Carolina and consisting of 215 homes and 4 home-ready vacant lots for a total purchase price of $7,325,000.

 

The Gilmer and Sons Purchase Agreement includes an earnest money deposit of $15,000 and an additional deposit of $20,000 upon expiration of the due diligence period, 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 Gilmer and Sons’ delivery of due diligence materials to the Buyer, plus an additional 45 days solely for the completion of third-party reports. The closing is to occur 30 days after expiration of the due diligence period, or such earlier date as the parties may agree upon in writing.

 

The Gilmer and Sons Purchase Agreement contains customary representations and warranties. The closing of the Gilmer and Sons Purchase Agreement is subject to customary closing conditions and delivery of customary closing documents, including, without limitation, a special warranty deed conveying title to the properties subject only to certain permitted exceptions; if requested by the Buyer, a non-warranty deed conveying the properties; a bill of sale and general assignment transferring all of Gilmer and Sons’ right, title and interest in the personal property, intangible property, property files, warranties and licenses to the Buyer; an assignment and assumption agreement assigning to the Buyer all of Gilmer and Sons’ right, title and interest in all leases and any other contracts that the Buyer elects to assume; all certificates of title and other documents for the transfer of title and title insurance; a FIRPTA affidavit; and customary closing certificates and closing statements.

 

The foregoing summary of the terms and conditions of the Gilmer and Sons 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.

 

J&A Real Estate

 

On January 7, 2020, the Buyer also entered into a purchase and sale agreement (the “J&A Purchase Agreement”) with J&A Real Estate, LLC, a South Carolina limited liability company (“J&A”), for the asset purchase of a manufactured housing community located in Georgia and consisting of 110 sites on approximately 35 acres for a total purchase price of $3,700,000.

 

The J&A Purchase Agreement includes a deposit of $30,000, 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 J&A’s delivery of due diligence materials to the Buyer. The closing is to occur 30 days after expiration of the due diligence period, or such earlier date as the parties may agree upon in writing.

 

The J&A Purchase Agreement contains customary representations and warranties. The closing of the J&A Purchase Agreement is subject to customary closing conditions and delivery of customary closing documents, including, without limitation, a special warranty deed conveying title to the properties subject only to certain permitted exceptions; if requested by the Buyer, a non-warranty deed conveying the properties; a bill of sale and general assignment transferring all of J&A’s right, title and interest in the personal property, intangible property, property files, warranties and licenses to the Buyer; an assignment and assumption agreement assigning to the Buyer all of J&A’s right, title and interest in all leases and any other contracts that the Buyer elects to assume; all certificates of title and other documents for the transfer of title and title insurance; a FIRPTA affidavit; and customary closing certificates and closing statements.

 

The foregoing summary of the terms and conditions of the J&A 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.