Exhibit 10.116





 


ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


 


THIS ASSIGNMENT OF PURCHASE
AND SALE AGREEMENT (this “Assignment”) dated AUGUST 31, 2022, is made by and among MHP PURSUITS LLC, a North Carolina
limited liability company (the “Assignor”), [i] NORTHVIEW MHP LLC, a North Carolina limited liability company (“Assignee1”);
[ii] TIMBERVIEW MHP LLC, a North Carolina limited liability company )“Assignee2”), and [iii] STATESVILLE MHP LLC,
a North Carolina limited liability company (“Assignee3”), collectively referred to as Assignees, and provides as follows:


 


RECITALS


 


A.
Pursuant to that certain Purchase and Sale of Real Property dated as of on or about MAY 17, 2022 (the “PSA”), by and
among Assignor, and STATESVILLE ESTATES MHC, LLC, a North Carolina limited liability company, NORTH SIDE MHC, LLC, a South
Carolina limited liability company; and TIMBER VIEW, LLC, a North Carolina limited liability company (the “Sellers”
or “Seller”), Assignor agreed to purchase from Sellers certain Properties (as defined in the Purchase Agreement) from each
by Seller, to wit:


 


(1) +/- 20.33 acres located at 116 Yellowstone
Lane, Statesville, NC (“Property #1”);


 


(2) +/- 3.57 acres located at 388 Pleasant Grove
Church Rd., Thomasville, NC (“Property #2”), and


 


(3) +/- 49.99 acres located at 964 Loflin Hill
Rd., Trinity, NC (“Property #3).


 


Said Properties are 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 Assignees, and Assignees desire to assume from Assignor,
as more particularly described below, Assignor’s rights and obligations pursuant to the Purchase Agreement relating to the Property
only.


 


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 Assignees all of
Assignor’s right, title and interest as follows: Property #1 to Statesville MHP LLC; Property #2 only to Northview MHP LLC; and
Property #3 to Timberview MHP LLC, under the Purchase Agreement, including, but not limited to, the Earnest Money associated with the
Property, and delegates to Assignees all of its duties and obligations and liabilities as they relate to the Property identified in the
PSA and assigned to each Assignee herein.


 






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3. Assumption
and Acceptance. Assignees hereby accept the assignments as aforesaid, and assume and agree to perform the duties, obligations
and liabilities of Assignor under the Purchase Agreement as set forth therein assumed by Assignees pursuant to this Assignment.


 


4. Entire
Agreement. This Assignment embodies the entire agreement of Assignor, and Assignees 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 Assignees.


 


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 Assignees.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


[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


 


ASSIGNEES:


 


	STATESVILLE MHP LLC,	 	NORTH SIDE MHP LLC,
	a North Carolina  limited liability company	 	a North Carolina limited liability company
	 	 	 
	By:	Manufactured Housing Properties Inc.,	 	By:	Manufactured Housing Properties Inc.,  
	 	a Nevada corporation	 	a Nevada corporation    
	 	 	 	 	 
	By:	/s/ Adam Martin	 	By:	/s/ Adam Martin
	Name:	Adam Martin	 	Name:	Adam Martin  
	Title:	CIO	 	Title:	CIO  
	 	 	 	 	 
	 	 	 	 	 
	TIMBERVIEW MHP LLC,	 	 	 
	a North Carolina  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


 


[attached as separate exhibit] 


 


 


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