Exhibit 10.103


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).


 


		1.	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:	
    Richard and Annette Smith, a married
    couple

    Attention: _______________________

    [redacted]

    Telephone: _____________________

    Email: ________________________

     

	
    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

    [redacted]

	
    C. Property Name and Address: 

     
	
    Glynn Acres MHP

    261 Carteret Rd.

    Brunswick, GA  

	D.  General Description:  	
    Real property consisting of one (a) Mobile Home
    Park; one (1) main house or structure located in the center of the Parcel; twenty-one (21) home sites; and personal property consisting
    of twenty-one (21) manufactured homes located on approximately 2.91 acres as described on Exhibit “A” attached hereto
    (the “Land”).

     

	
    E. Property Tax ID Number(s):

     
	Tax Parcel ID: 03-02936. Further, see Exhibit “A.”
	
    F. Purchase Price:

     
	
    $1,125,000 (the “Purchase Price”). Seller financing
    at eighty percent (80.00%) of purchase price; An annual interest rate of six percent (6.00%) for twenty (20) years with ability at Year
    10 to pay off loan with a prepayment penalty equal to 3.0% of the principal and interest balance due at the time of the pre-payment. The
    pre-payment penalty shall last through the end of Year 9 of the indicated term. See Exhibit “B.”

     

	
    G. Closing Date: 

     
	
    30 days after the last day of the Due Diligence
    Period or such date as may be agreed upon by the parties in writing (the “Closing Date”).

     

	H. Title Company; Holder of Earnest Money	
    Stewart Title Guaranty Company

    5935 Carnegie Blvd., Suite 301

    Charlotte, NC 28209

    Attn: Danielle Howell

     

	I.  Effective Date of this Agreement:  	
    __July 12_____________, 2022 (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: 

     
	
    $10,000 (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:	
    None

     

	M.  Seller’s Broker:	
    None (“Seller’s Broker”)

     



 





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		2.	Purchase and Sale. Buyer agrees to purchase and Seller agrees to sell the Property (as defined
in Section 3 below) upon the terms and conditions set forth in this Agreement.



 


		3.	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”):



 


		A.	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;



 


		B.	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”)(See Exhibit “B);



 


		C.	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”)(See Exhibit “C”).
Excluded from this purchase are: an excavator, tractor, maintenance van, dump trailer, John Deere ATV (Gator), wagon, Kubota dump;



 


		D.	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”);



 


		E.	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 On the Closing Date, Seller shall assign and deliver
to Buyer, through a credit to the Purchase Price, all refundable security deposits and other deposits owing to tenants under the Leases,
to the extent not previously applied in accordance with the applicable Lease(s);



 


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



 


		G.	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”);



 


		H.	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;



 


		I.	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



 


		J.	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”).



 


		4.	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.



  





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		5.	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.


 


		6.	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.



 


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



 


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



 


		1.	Seller shall not commit or permit waste upon the Property.



		2.	Seller shall not (and shall not permit its affiliates or representatives to), directly or indirectly,
solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any party, other
than Buyer, relating to the acquisition of the Property from Seller, in whole or in part. Without limiting the foregoing, Seller and its
affiliates and representatives shall not solicit, entertain, negotiate or enter into any letter of intent, contract (including any contingent
or so-called “back-up” contract) or option with any party other than Buyer.



		3.	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:



		a.	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;



		b.	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;



		c.	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;



		4.	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.



		5.	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.



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



 


		B.	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:



 


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



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



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



		4.	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



		5.	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.



 





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		C.	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:


 


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



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



 


		8.	Obligations at Closing:



 


		A.	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”):



 


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



 


		2.	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;



 


		3.	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);



 


		4.	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);



 


		5.	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);



 


		6.	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;



 


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



 


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



 


		9.	All certificates of title and other documents for the transfer
of title to the Park-Owned Homes, if any;



 


		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.



 


		B.	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.



 


		9.	Costs.



 


		A.	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; (iv)
the base premium for the owner’s policy of title insurance to be issued to Buyer at Closing; and (v) one-half (1/2) of any escrow
fees or closing disbursement fees charged by the Title Company.



 


		B.	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) except for the base
premium for Buyer’s owner’s policy of title insurance, any costs of owner's or lender's title insurance for Buyer or its lender;
and (iv) one-half (1/2) of any escrow fees or closing disbursement fees charged by the Title Company.



 





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		10.	Closing Prorations and Credits.



 


		A.	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.



 


		B.	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.



 


		C.	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.



 


		D.	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.



 


		A.	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”):



 


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



 


		2.	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.


 


		B.	Title Objections.



 


		1.	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.



 





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		2.	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.



 


		3.	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.



 


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



 


		1.	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.



 


		2.	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.



 


		3.	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.



 


		4.	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.



 


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



 


		6.	Seller has not received notice of any legal actions, demands, 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.



 


		7.	There is no existing homeowners’ association relating to the mobile home tenancies currently located
on the Property. Further, Seller has not received notice, nor is it aware of any desire by current mobile homeowners, located on the Property,
that homeowners may consider, form, create, or establish a homeowners’ association pursuant to Chapter 723 of the Florida Mobile
Home Park Lot Tenancies.



 





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		8.	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.



 


		9.	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).



 


		10.	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.



 


		11.	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.



 


		12.	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.



 


		13.	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.



 


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



 


		1.	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.



 


		2.	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.



 


		C.	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 one (1) year 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 not transfer or assign any or all of its rights and obligations
under this Agreement at any time, except to its entity affiliates.



 





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		16.	Notices.



 


		A.	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.



 


		B.	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.



 


		C.	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.



 


		D.	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.



 


		A.	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.



 


		B.	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.



 


		C.	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.



 


		D.	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 twenty (20) days after receipt of such
written notice.



 


		18.	Other Provisions.



 


		A.	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.



 


		B.	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.



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



 


		D.	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.



 





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		E.	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.



 


		F.	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.



 


		G.	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.



 


		H.	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.



 


		I.	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.



 


		J.	Memorandum of Purchase Agreement. Upon Buyer’s request, Seller shall promptly execute and
deliver (including any notary acknowledgments and witnesses, as applicable) a Memorandum of Purchase Agreement in such form as reasonably
requested by Buyer (the “Memorandum”). The Memorandum shall be in recordable form and shall contain, without limitation,
(i) the names of the parties to this Agreement; (ii) a reference to this Agreement and the Effective Date; and (iii) a description of
the Property. Buyer shall be authorized to execute the Memorandum and record the Memorandum in the public records where the Property is
located.



 


		19.	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
Personal Property


 


[SIGNATURES INCLUDED ON FOLLOWING
PAGE] 


 





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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 8, 2022	 






 


SELLER:





 


RICHARD SMITH, an Individual 


 





	By:	/s/ Richard Smith	 
	 	 	 
	Date:	July 12, 2022	 



 





SELLER:


 


Annette SMITH, an Individual


 





	By:	/s/ Annette Smith	 
	 	 	 
	Date:	


July 12, 2022


	 






 





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EXHIBIT “A”


DESCRIPTION OF PROPERTY





 


	 	Glynn County, GA
	 



 


	 	 



 


	
    Parcel ID

    Class Code
	
    03-02936

    Commercial
	Owner	
    SMITH RICHARD JR

    & ANNETTE
	
    Last 2 Sales

    Date
	
     

    Price
	
     

    Reason
	
     

    Qual

	Taxing District	03-Central Glynn	 	830 DOVER BLUFF RD	7/31/1998	0	n/a	U
	
     

    Acres
	
    BRUNSWICK

    2.9
	
     

    Physical Address
	
    WAVERLY, GA 31565

    261 CARTERET RD
	n/a	0	n/a	n/a
	 	 	Market Value	$229800	 	 	 	 





 





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EXHIBIT “B”


 


DUE DILIGENCE MATERIALS & SPECIAL PROVISIONS


 


The following shall be incorporated into this Agreement.


 


		1.	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, 



		●	Ownership entity tax returns for last three years




		●	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.)



 


		2.	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.



 


		3.	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.



 


		4.	The Purchase Price shall be allocated on the Closing Statement as follows: 50% to the Real Property and
50% to Personal Property/Goodwill.



 


		5.	Seller shall provide Buyer with seller financing at eighty percent (80.00%) of the purchase price ($1,125,000)
with a 20-year term and a fixed, annual interest rate of six percent (6.00%). Said Seller financing shall be secured by the land and improvements
as described in this agreement. Buyer may prepay such Seller financing at any time at Year 10. A pre-payment penalty will apply of three
percent (3.00%) of the principal and interest balance at the time of the pre-payment. The pre-payment penalty shall last through the end
of Year 9 of the indicated term.



 





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EXHIBIT “C”


 


LIST OF PERSONAL PROPERTY


 





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	Seller(s) Initials:


 






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