Exhibit 10.114


 


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:	
    (1) Statesville Estates MHC, LLC,
    a North Carolina limited liability company;

    (2) North Side MHC, LLC, a South
    Carolina limited liability company; and

    (3) Timber View, LLC, a North Carolina
    limited liability company, (“Seller” or “Sellers”)

    [redacted]

     

    Attention: Matt Johnson

    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:
    

     
	
    (1)       Statesville;
    116 Yellowstone Lane, Statesville, NC 27370

    (2)       (2)
    Northside; 388 Pleasant Grove Church Rd., Thomasville, NC 27360

    (3)       Timber
    View; 964 Loflin Hill Rd., Trinity, NC 27370

     

	D. General Description:  	
    Three (3) Mobile Home Park with 122 home
    sites located on approximately 74.07 acres as described on Exhibit “A” attached hereto (the “Land”)
    and Park-Owned Homes (as defined herein) and as identified on Exhibit “C” attached hereto

     

	
    E. Property Tax ID Number(s):

     
	
    See Exhibit “A.”

     

     

	
    F. Purchase Price:

     
	
    $5,350,000.00 (gross) (the “Purchase
    Price”)

     

	
    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 (“Title
    Company” or “Holder”)

    5935 Carnegie Boulevard, Suite 301

    Charlotte, North Carolina 28209

    Attention: Danielle Howell

     

	I. Effective Date of this Agreement:  	
    _May 17, 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: 

     
	
    $35,000.00 (the “Earnest Money”)

     

	K. Due Diligence Period: 	
    Thirty (30) days after the date that Seller
    has completed delivery to Buyer of all 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. (“Buyer’s Broker”) (or insert
    “None”)

     

	M.
    Seller’s Broker:	
    Marcus & Millichap, 201 S. Tryon St., Suite 1220, Charlotte,
    NC 28202; Attn: Dayton Diemel (“Seller’s Broker”) (or insert “None”). Seller shall be responsible
    for any and all obligations incurred by Marcus & Millichap relating the Purchase and Sale Agreement.

     



 






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	2.	Purchase and Sale. Buyer agrees to purchase
and Seller agrees to sell the Property (as defined in Exhibit “A”) 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”);



 


		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”);



 


		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, or as indicated herein, 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 prior to the expiration of Buyer’s Due Diligence
Period. If Buyer defaults in its obligation to close and pay the Purchase Price after the expiration of the Due Diligence Period, 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.



 






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		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.



 


		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 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.



 



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		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.



 


	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.



 






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	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.



 


		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.



 






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		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, 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.	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.



 






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		8.	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).



 


		9.	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.



 


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



 






    Page 8 of 18


     


    

 


	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 ten (10) days after receipt of such written
notice.



 






    Page 9 of 18


     


    

 


	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.



 


		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.



 






    Page 10 of 18


     


    

 


		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.	Title to Park-Owned Homes. Seller will use
best efforts to obtain certificates of title to all Park-Owned Homes prior to Closing. Seller will convey ownership to Buyer of all Park-Owned
Homes by delivery of the certificates of title or a bill of sale or both, together with any DMV forms, powers of attorney or other documentation
that may be reasonably necessary to transfer title to such Park-Owned Homes. For each Park-Owned Home for which Seller is unable to provide
a certificate of title at Closing, a portion of Seller’s proceeds at Closing equal to the amount of $5,000 (each, a “Park-Owned
Home Offset”) shall be retained by Holder and shall not be disbursed to Seller at Closing. Each Park-Owned Home Offset shall
be held by Holder until the earlier of (a) sixty (60) days after the Closing Date or (b) the date on which Seller provides evidence satisfactory
to Buyer, in Buyer’s sole discretion, that title to the applicable Park-Owned Home has been transferred to Buyer (each, a “Park-Owned
Home Contingency”). If a Park-Owned Home Contingency is satisfied by the date that is sixty (60) days after the Closing Date,
the related Park-Owned Home Offset shall be delivered by Holder to Seller. If a Park-Owned Home Contingency is not satisfied by the date
that is sixty (60) days after the Closing Date, the related Park-Owned Home Offset shall be delivered by Holder to Buyer.



 


	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	 
	 	Exhibit “D”	List of Personal Property, other than Park-Owned Homes	 



 


[SIGNATURES INCLUDED ON FOLLOWING PAGE]


[REMAINDER OF PAGE INTENTIONALLY
OMITTED]   


 



    Page 11 of 18


     


    

 


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:	05/12/2022 	 
	 	 	 
	SELLERS:
	 	 	 
	STATESVILLE ESTATES MHC, LLC	 
	a North Carolina limited liability company	 
	 	 	 
	By:	/s/ Matt Johnson 	 
	Name:	 Matt Johnson 	 
	Title:	Matt Johnson 	 
	Date:	05/17/2022 	 
	 	 	 
	NORTH SIDE MHC, LLC	 
	a South Carolina limited liability company	 
	 	 	 
	By:	/s/ Matt Johnson 	 
	Name:	 Matt Johnson 	 
	Title:	 Matt Johnson 	 
	Date:	 05/17/2022 	 
	 	 	 
	TIMBER VIEW, LLC	 
	a North Carolina limited liability company	 
	 	 	 
	By:	/s/ Matt Johnson 	 
	Name:	Matt Johnson 	 
	Title:	Matt Johnson 	 
	Date:	05/17/2022 	 


 






    Page 12 of 18


     


    

 





EXHIBIT A


 


DESCRIPTION OF PROPERTY


 


	Statesville 
	116 Yellowstone Lane 
	Statesville, NC 27370 
	
    Iredell County



 


Legal Description: US 70 12.860AC; Parcel#: 4753654558.000


 


Legal Description: MCLELLAND US 70 7.470AC; Parcel# : 4753656621.000


 


Legal Description (?) 2072 Salisbury Hwy.; Parcel #: 4753666607.000


 


 


 









    Page 13 of 18


     


    

 


	Northside
	388 Pleasant Grove Church Road
	Thomasville, NC 27360
	Davidson County


 


Legal Description: L64 BK2333-688 Pleasant Grov 3.750 AC; Parcel#:
16-313-0-0000064


 


 


 






    Page 14 of 18


     


    

 


	Timber View
	964 Loflin Hill Road
	Trinity, NC 27370
	Randolph County


 


R1339; S R1341 W; 964 Loflin Hill Rd, 49.99 AC Parcel#: 6782912858


 


 


 






    Page 15 of 18


     


    

 


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, and two (2) years’ loss runs
	 	 	 



		●	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, tenant mailing address, tenant phone number, tenant email address, 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.)
	 	 	 



		●	Title to Park-Owned Homes.

	 	 	 



		●	Tax ID. 



 


		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: Sixty
percent (60%) to the Real Property and Forty percent (40%) to Personal Property and Goodwill.



 


		5.	Seller shall provide Buyer with seller financing in the amount
of $1,200,000.00 with a five-year term and an interest rate of six percent (6%). Said Seller financing shall be secured as follows: (i)
$700.000.00 by a first deed of trust on Northside MHP, and (ii) $500,000.00 secured by a lien
on the Park-Owned Homes. Buyer may prepay such seller financing at any time without penalty. Such seller financing shall be secured by
the Property.





 






    Page 16 of 18


     


    

 


EXHIBIT C


 


LIST OF PARK-OWNED HOMES


 


[TO BE ATTACHED]


 


or


 


[TO BE PROVIDED AS PART OF THE DUE DILIGENCE
MATERIALS]


 






    Page 17 of 18


     


    

 


EXHIBIT D


 


LIST OF PERSONAL PROPERTY, OTHER THAN
PARKED-OWNED HOMES


 


[TO BE ATTACHED]


 


or


 


[TO BE PROVIDED AS PART OF THE DUE DILIGENCE
MATERIALS]


 


 


 


Page 18 of 18