Exhibit 10.104


ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


 


THIS ASSIGNMENT OF PURCHASE
AND SALE AGREEMENT (this “Assignment”) dated SEPTEMBER 27, 2022, is made by and among MHP PURSUITS LLC, a North
Carolina limited liability company (the “Assignor”), and GLYNN ACRES MHP LLC, a Georgia limited liability company (the
“Assignee”), and provides as follows:


 


RECITALS


 


A.       
Pursuant to that certain Agreement for Purchase and Sale of Real Property dated as of on or about JULY 12, 2022 (the “PSA”),
by and among Assignor, and RICHARD AND ANNETTE SMITH, a married couple (the “Seller” or “Sellers”). Assignor
agreed to purchase from Sellers certain Property (as defined in the Purchase Agreement) owned by Sellers, generally described as +/- 2.91
acres located at 261 Carteret Rd., Brunswick, Glynn County, GA, (“Property”), and said Property is more particularly described
in the Purchase and Sale Agreement (“PSA”), a copy of which is attached hereto as Exhibit A, and by this reference
made a part hereof.


 


B.       
Pursuant to Section 15 of the PSA, Assignor desires to assign to Assignee, an Affiliate, and Assignee desires to assume
from Assignor, as more particularly described below, all of Assignor’s rights and obligations pursuant to the Purchase Agreement
relating to the Property.


 


AGREEMENT


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:


 


1. Capitalized Terms.
Capitalized terms used herein, unless otherwise defined in this Assignment, shall have the same meanings as those given in the Purchase
Agreement.


 


2.
    Assignment. Assignor hereby transfers, assigns and conveys to Assignee all of
Assignor’s right, title and interest in, to and under the Purchase Agreement, including, but not limited to, the Earnest Money associated
with the Property, and delegates to Assignee all of its duties and obligations and liabilities in and to the Property under the PSA.


 


3.    Assumption
and Acceptance. Assignee hereby accepts the assignments as aforesaid, and assumes and agrees to perform the duties, obligations
and liabilities of Assignor under the Purchase Agreement as set forth therein assumed by Assignee pursuant to this Assignment.


 


4.    Entire
Agreement. This Assignment embodies the entire agreement of Assignor, and Assignee with respect to the subject matter of this
Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This
Assignment may be modified only by a written instrument duly executed by Assignor and Assignee.


 






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5.    Binding
Effect. The terms and provisions of this Assignment will inure to the benefit of, and will be binding upon, the heirs, executors,
personal representatives, successors and assigns of Assignor and Assignee.


 


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[SIGNATURE PAGE TO FOLLOW]


 






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SIGNATURE PAGE TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


 


IN WITNESS WHEREOF,
and intending to be legally bound hereby, Assignor and Assignee have executed this Assignment as of the day and year first above written.


 





	 	ASSIGNOR:
	 	 
	 	MHP PURSUITS LLC,
	 	a North Carolina limited liability company
	 	 
	 	By:	/s/
  Adam Martin
	 	Name:  	Adam Martin
	 	Its:	 CIO



 





	 	ASSIGNEE:
	 	 
	 	GLYNN ACRES MHP LLC,
	 	a Georgia limited liability company
	 	 	 
	 	By:	Manufactured Housing Properties Inc.,
	 	 	a Nevada corporation
	 	 	 
	 	 	By:	/s/ Adam Martin
	 	 	Name: 	Adam
Martin
	 	 	Title:	  CIO



 


 



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 EXHIBIT A


 


PURCHASE AND SALE AGREEMENT


 


[exhibit filed separately]


 


 


 






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