Blueprint





  Exhibit 10.2











 



PURCHASE AGREEMENT


 



            

THIS PURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of
the 5th day of August, 2019 (the
“Effective Date”), by and between MHP PURSUITS LLC, a North Carolina
limited liability company, or its permitted assigns (the
“Purchaser”), and CSC
WARNER ROBINS, LLC, a Georgia limited liability company (the
“Seller”), and provides as follows:






 




1.            


THE PROPERTY.






 


1.1           Real
Property. Seller agrees to sell and convey, and Purchaser
agrees to purchase, Seller’s real property commonly known as
Spring Lake Mobile Home Park and located at 918 Collins Avenue,
Warner Robins, Georgia 31093, 214 Surrey Drive, Warner Robins,
Georgia 31093, 213 Surrey Drive, Warner Robins, Georgia 31093, and
1108 Collins Avenue, Warner Robins, Georgia, and identified as
Parcel #’s: 0C0180 003000, 000720 005000, 00072B 156000,
00072B 161000, and 00072B 162000, all located in Houston County,
Georgia, and as more particularly described in EXHIBIT A attached hereto and by this
reference made a part hereof, together with all improvements
thereon and appurtenances thereunto belonging (collectively, the
“Real Property”), and the property described in Section
1.2 below used in the operation of the Real Property as a mobile
home park (the “Business”).


 


1.2           The
Property. In addition to the Real Property, Seller agrees to
sell and convey all right, title and interest in and to (a) all
contracts and agreements that Purchaser expressly elects to assume
prior to the expiration of the Study Period (the
“Contracts”); (b) all existing lease and rental
agreements related to the Business and the Property (the
“Leases”); (c) all personal property owned by Seller
and related to the operation of the Business, including, without
limitation, the furniture, equipment, books and records (but
limited to copies of the Leases, Rent Roll and tenant files and
correspondence related thereto in Seller’s possession at
Closing) , tools and certain mobile homes owned by Seller set forth
on EXHIBIT B attached hereto
and made a part hereof, together with intangible personal property
including warranties, guaranties, licenses, permits, zoning
approvals and development rights to the extent legally assignable
(the “Personal Property”); and (d) an irrevocable
license to use any and all trade names used or utilized in
connection with the Real Property and/or Business (the “Trade
Names”). The Real Property, Contracts, Leases, Personal
Property and Trade Names are collectively referred to as the
“Property.”


 



2. 


PURCHASE PRICE, FINANCING CONTINGENCY, METHOD OF PAYMENT AND
ALLOCATION OF PURCHASE PRICE.






 

2.1       
Purchase
Price. The total purchase
price shall be FIVE MILLION THREE HUNDRED THOUSAND AND NO/100
DOLLARS ($5,300,000.00) (the “Purchase Price”). Seller
and Purchaser agree to allocate the Purchase Price at Closing among
the Real Property and the Personal Property as follows: seventy
percent (70%) (i.e., $3,710,000.00) to the Real Property and thirty
percent (30%) (i.e., $1,590,000.00) to the Personal Property, and
such allocation shall be reflected on the settlement statements
executed by Purchaser and Seller at Closing.


 

         
2.2         Deposit. Within five (5) days
after the Effective Date, Purchaser shall deliver to Stewart Title
Guaranty Company, Attn: Danielle Howell, 5935 Carnegie Boulevard,
Suite 301, Charlotte, NC 28209, E-mail: DHowell@stewart.com
(the “Title Company”), an initial deposit in the amount
of Fifteen Thousand and No/100 Dollars ($15,000.00) (together with
any interest thereon, the “Deposit”). The Deposit shall
be held in an insured account which may be interest-bearing if
Purchaser elects. The Title Company may conclusively rely upon and
act in accordance with any certificate, instructions, notice,
letter, email and/or other written instrument believed to be
genuine and to have been signed or communicated by the proper party
or parties.      


 



3.            

TEST AND STUDY
PERIOD.






 


3.1           Preparation
for Inspection. Within five (5) days after the Effective
Date, Seller shall deliver to Purchaser all due diligence items
listed on EXHIBIT C which
are in Seller’s possession or control or available to Seller
at minimal effort and expense (the “Seller’s
Deliverables”). The date of Purchaser’s receipt of the
Seller’s Deliverables shall be confirmed by the parties by
e-mail confirming delivery and receipt of Seller’s
Deliverables within three (3) days after Purchaser’s receipt
of the Seller’s Deliverables.


 


3.2           Test
and Study Period. Purchaser shall have thirty (30) days
after receipt of all the Seller’s Deliverables (the
“Study Period”), to conduct, at Purchaser’s
expense, economic feasibility studies, verify business and
accounting records (including operating statements, cash flow
statements, aged accounts receivable and notes receivable),
environmental studies of the Property (including a Phase I
Environmental Site Assessment) and any improvements thereon, and to
otherwise study the Property. The Purchaser shall have reasonable
access to the Property in order to conduct non-invasive tests and
studies, and the Seller shall otherwise reasonably cooperate with
the Purchaser in conducting the tests and studies. Notwithstanding
anything in this Agreement to the contrary, Purchaser shall obtain
Seller’s written consent prior to performing any intrusive
testing (including but not limited to a Phase II Environmental Site
Assessment), which consent may be withheld in Seller’s sole
discretion, and which may be provided by email. After completing
each test, study, investigation, inspection or other examination,
Purchaser shall restore the Property to a condition substantially
identical to that of the Property prior to such test, study,
investigation, inspection and other examination.


 


3.3           Right
of Termination During Study Period. If the Purchaser is not
satisfied, in its sole and absolute discretion, with the Property,
then at any time prior to 11:59 p.m. Eastern time on the expiration
day of the Study Period the Purchaser shall have the right to
terminate this Agreement by giving written notice to the Seller,
and no party shall have any further obligations under this
Agreement (except for any obligations that expressly survive the
termination of this Agreement), and the Deposit (including any
interest thereon), shall be promptly returned by the Title Company
to the Purchaser. Thereafter, the parties to this Agreement shall
have no further responsibilities or obligations to one another.
However, if the Purchaser does not elect to terminate this
Agreement in accordance with its rights hereunder, then, except as
may otherwise be provided for herein, this Agreement shall remain
in full force and effect and the Deposit shall be nonrefundable to
Purchaser except as otherwise set forth herein.


 



 

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3.4           Approval
Period. Notwithstanding the expiration of the Study Period,
Purchaser shall have forty five (45) days after the end of the
Study Period (the “Approval Period”) to obtain, review
and approve (including obtaining any lender approvals, as
necessary) a current Phase I Environmental Site Assessment, the
Survey (as defined below), and a current appraisal with respect to
the Property (each, an “Approval Item” and
collectively, the “Approval Items”). Notwithstanding
the foregoing, Purchaser shall order each Approval Item and provide
written evidence thereof to Seller within five (5) days after the
Study Period. If, after Purchaser has obtained any Approval Item,
and provided such Approval Item was ordered as required by this
Section 3.4, and such Approval Item is not acceptable to Purchaser
or Purchaser’s lender, then Purchaser may terminate this
Agreement by giving written notice to Seller at any time prior to
11:59 p.m. Eastern time on the expiration day of the Approval
Period, and no party shall have any further obligations under this
Agreement (except for any obligations that expressly survive the
termination of this Agreement), and the Deposit (including any
interest thereon) shall be promptly returned by the Title Company
to Purchaser. Thereafter, the parties to this Agreement shall have
no further responsibilities or obligations to one another. However,
if the Purchaser does not elect to terminate this Agreement in
accordance with its rights hereunder, then, except as may otherwise
be provided for herein, this Agreement shall remain in full force
and effect and the Deposit shall be nonrefundable to Purchaser
except as otherwise set forth herein.


 


3.5           Indemnification.
Purchaser shall indemnify, defend and save harmless Seller,
Seller’s affiliates and their agents, representatives and
employees (the “Seller Indemnified Parties”) from and
against any damage, claim, loss, liability or expense, including
without limitation, interest, penalties and reasonable
attorneys’ fees, incurred or suffered by the Seller
Indemnified Parties or any of them, by reasons arising out of,
caused by or connected with Purchaser’s entry, use or
occupancy on or of the Property, except to the extent arising from
any Seller Indemnified Party’s own negligence or willful
misconduct. This indemnification obligation of Purchaser shall
survive the termination of this Agreement. This indemnity shall not
extend to, and Seller hereby releases Purchaser from liability for,
any claims, damages or other liability resulting from or related to
any existing environmental contamination on the Property that may
be discovered by Purchaser as a result of its investigations under
this Section.


 


3.6           Purchaser
and its consultants shall not be permitted to disclose any
environmental matters to any governmental authority without the
prior written consent of Seller. If for any reason Purchaser does
not purchase the Property (except in the event of Seller default),
Purchaser agrees to provide copies to Seller, without
representation or warranty of any kind, of all third-party reports,
studies and surveys relating to Purchaser’s physical
examination of the Property.


 



4.            


TITLE MATTERS.






 


4.1           Marketable
Title.


 


(a)           Real
Property. Seller shall convey to the Purchaser good and
marketable fee simple title to the Real Property by Limited
Warranty Deed, subject to only the following exceptions
(collectively, the “Permitted Exceptions”): (A) all
matters shown on the Commitment (as defined herein) and approved by
Purchaser pursuant to Section 4.2 or otherwise; (B) non-delinquent
real property taxes, water and sewer charges and all assessments
which are not yet due and payable; (C) any matter (including any
lien, encumbrance or easement) voluntarily imposed or consented to
in writing by Purchaser prior to or as of the Closing; (D) laws and
governmental regulations governing the use, operation and
maintenance of the Property; (E) such state of facts as may be
shown on an accurate and current survey or by inspection of the
Property; and (F) rights of tenants, as tenants only, of the Land
under the terms and conditions of all Leases set forth on the Rent
Roll provided to Purchaser. For the avoidance of doubt, the
Permitted Exceptions shall exclude the following matters
(regardless of whether Purchaser delivers any 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 (unless
voluntarily imposed or consented to in writing by Purchaser); (ii)
delinquent taxes or assessments; (iii) leases or possessory rights,
except for the Leases set forth in the Rent Roll provided to
Purchaser; and (iv) liens of any contractors, materialmen or
brokers (unless contracted by Purchaser).


 


(b)           Personal
Property. Seller shall transfer good and marketable title to
the Personal Property to Purchaser by Bill of Sale, free and clear
of any lien, security interest or encumbrance of the Seller or any
other party.


 



 

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4.2           Title
Defects; Election to Cure.


 


(a)           Purchaser
shall have the right to obtain a commitment for an owner’s
and lender’s title insurance policy from the Title Company
(the “Commitment”), at Purchaser’s sole cost and
expense, with such coverage as Purchaser deems appropriate in the
amount of the Purchase Price and loan amount and insuring
Purchaser’s fee simple ownership of the Property to be
acquired hereunder. Additionally, Purchaser may, during the Study
Period and the Approval Period, order an ALTA/NSPS land title
survey or other survey of the Property prepared by a qualified
registered surveyor in the jurisdiction in which the property is
located in the form and with such certifications as desired by
Purchaser (the “Survey”). The cost of such Survey shall
be borne by Purchaser.


 


(b)           If
Purchaser’s examination of the Commitment and/or the Survey
reveal facts which in the opinion of Purchaser or its attorney
constitute objections to or affect the marketability of title to,
or Purchaser’s desired use of, the Property, Purchaser may
give written notice of any defects in title (“Title
Objections”) to Seller and Seller’s counsel in writing
prior to the expiration of the Study Period, and Purchaser may give
written notice of any survey defects, including any objectionable
title matters shown on the Survey (“Survey
Objections”), to Seller and Seller’s counsel prior to
the expiration of the Approval Period. If Purchaser timely delivers
its Title Objections or Survey Objections, Seller may, but will not
be obligated to, elect to cure such Title Objections or Survey
Objections and shall notify Purchaser in writing within five (5)
business days after receipt of the Title Objections or Survey
Objections of the status of such cure (said notice hereinafter
called “Seller’s Title Notice”). If Seller
notifies Purchaser that Seller is unable or unwilling to cure any
Title Objection or Survey Objection or Seller does not give
Seller’s Title Notice as set forth herein, Purchaser shall be
deemed to have waived such Title Objections or Survey Objections
(and any title matters of record as of the Effective Date except
for Mandatory Cure Items) and such Title Objections, Survey
Objections or title matters shall be deemed Permitted Exceptions
unless Purchaser delivers to Seller written notice terminating this
Agreement by the later of (i) five (5) days after receipt of
Seller’s Title Notice or the due date of Seller’s Title
Notice if Seller’s Title Notice was not received, or (ii) the
expiration of the Study Period (in the case of any Title Objection)
or the expiration of the Approval Period (in the case of any Survey
Objection). If Seller elects to cure certain Title Objections or
Survey Objections, Seller shall use good faith efforts to cure such
Title Objections or Survey Objections on or before the Closing
Date, but Seller’s failure to cure any such Title Objections
or Survey Objections shall not be deemed a default under this
Agreement. Seller covenants to cure, at or prior to Closing, all
Mandatory Cure Items, and Seller’s failure to cure the same
shall be a default under this Agreement.


 


(c)           Seller
shall allow no encumbrances or easements to be placed on or granted
with respect to the Property, other than those existing as of the
Effective Date, without the prior written consent of Purchaser. If
any such encumbrances or easements arise prior to the Closing Date
and Purchaser objects, Seller shall, at its sole expense, cure the
matters objected to prior to the Closing Date.

 






5.            

RESERVED.






 



6. 


CLOSING; SELLER’S OBLIGATIONS AT CLOSING; PURCHASER’S
OBLIGATIONS AT CLOSING.






 


6.1           Closing.
The closing of the transaction contemplated by this Agreement (the
“Closing”) shall occur at a date and time to be
mutually agreed upon by the parties on or before the date that is
thirty (30) days after the expiration of the Approval Period (the
“Closing Date”). Closing shall be conducted by the
Title Company pursuant to an escrow arrangement. The Title Company
shall be responsible for receiving the Purchase Price proceeds,
causing all documents to be recorded, disbursing the Purchase Price
proceeds, and otherwise conducting Closing.


 


6.2           Seller’s
Obligations at Closing. At Closing, Seller shall execute and
deliver to Purchaser the Limited Warranty Deed referred to in
Section 4.1 hereof (the “Deed”) and shall deliver to
Purchaser the following:


 

(a) If requested by
Purchaser, a non-warranty deed conveying the Property using the
legal description from the Survey, if applicable;

 

(b) A Bill of Sale
transferring the Personal Property in a form reasonably acceptable
to Seller and Purchaser;

 

(c) An Assignment and
Assumption of Leases and Contracts in a form reasonably acceptable
to Seller and Purchaser (the “Assignment and
Assumption”);

 

(d) All certificates of
title or other documents (e.g., DMV forms, powers of attorney,
etc.) reasonably required for the transfer of title to the mobile
homes owned by Seller to the extent in the possession of Seller at
Closing;

 

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

 

(f) An owner’s
affidavit in form reasonably acceptable to the Title Company
affirming that there are no outstanding possessory rights other
than tenants under the Leases, liens or rights to claim liens
against the Property, and any other affidavits reasonably required
by Title Company;

 



 

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(g) Documentation as
may be reasonably required by Title Company to confirm
Seller’s authority to undertake and consummate the
Closing;

 

(h) An affidavit in a
form complying with law that Seller is not a “foreign
person” within the meaning of the Foreign Investment in Real
Property Tax Act, and information necessary to complete an IRS Form
1099;

 

(i) A closing statement
reflecting the Purchase Price and all adjustments, prorations and
credits thereto, and such disbursements as the parties wish to
reflect thereon in connection with the transaction contemplated
hereby (the “Closing Statement”);

 

(j) All other documents
necessary to transfer or assign to Purchaser any zoning approvals,
permits, or other development rights with respect to the
Property;

 

(k) An Affidavit of
Seller's Residence or a Seller's Certificate of Exemption
establishing that Seller is exempt from the requirements of
Official Code of Georgia Annotated § 48-7-128 and the
regulations promulgated thereunder;

 

(l) An Affidavit of
Seller Regarding Broker in form acceptable to Purchaser’s
title insurer to issue Purchaser a title policy without exception
for any lien related to a brokerage commission owing as a result of
Seller’s actions; and

 

(m) Such other
documents contemplated by this Agreement or required by Title
Company to be deposited by Seller to carry out the terms of this
Agreement.

 






6.3           

Purchaser’s Deliveries.
At Closing and contemporaneously with the Seller’s compliance
with the provisions of Section 6.2, Purchaser shall deliver to
Seller the following:






 

(a) The balance of the
Purchase Price;

 

(b) A counterpart to
the Assignment and Assumption;

 

(c) Documentation as
may be reasonably required by Title Company to confirm
Purchaser’s authority to undertake and consummate the
Closing;

 

(d) A counterpart to
the Closing Statement; and

 

(e) Such other
documents contemplated by this Agreement or required by Title
Company to be deposited by Purchaser to carry out the terms of this
Agreement.

 

 


7. 
CLOSING COSTS;
ADJUSTMENTS; RIGHTS OF THE PARTIES; RISK OF LOSS; AND
CONDEMNATION.


 

            
7.1         Costs

 


(a) Seller Costs. Seller shall pay
the following: (i) one half (1/2) of all escrow fees charged by the
Title Company; (ii) all documentary transfer taxes required in
connection with recording the Deed, including County and City
taxes; and (iii) all other costs generally borne by sellers of real
property in Houston County, Georgia.

 

(b) Purchaser Costs. Purchaser
shall pay the following: (i) one half (1/2) of all escrow fees
charged by the Title Company; (ii) all premiums and charges of the
Title Company for the Commitment and all title policies, including
any endorsements requested by Purchaser, as well as other title
charges and Survey fees; (iii) the cost of any Survey and other
fees and charges incurred by Purchaser in connection with its
inspections of the Property; (iv) the cost of any title insurance
policy for any lender of Purchaser and all costs to record any
documents in connection with any loan to Purchaser; (iv) the cost
of recording the Deed, and (v) all other costs generally borne by
Purchasers of real property in Houston County,
Georgia.

 

(c) Other Costs. Each party shall
pay its own legal, accounting and other expenses incurred in
connection with this Agreement or Closing hereunder, except as
otherwise provided herein upon a default.

  



 



 

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7.2            

Prorations.






 

(a)    
All prepaid rent, taxes and known assessments, rents, utilities and
any other sums normally and usually pro-rated in the sale of
commercial property in the metropolitan area in which the Property
is located, shall be pro-rated as of the Closing Date, with
Purchaser being deemed to own the Property for the entire day of
the Closing Date. All real estate taxes shall be prorated based
upon the fiscal year. Subsequent to the Closing, if any rental or
revenues allocable to the period prior to the Closing Date are
actually received by Purchaser, all such amounts shall first be
applied to post closing rents due to Purchaser and the balance
shall be immediately paid by Purchaser to Seller. Purchaser shall
make a good faith effort and attempt to collect any rental or
revenues allocable to the period after the Closing Date for the
benefit of Seller; however, Purchaser shall not be required to
expend any funds or institute any litigation in its collection
efforts. After the Closing, Seller may take any action against any
of the tenants for unpaid rent, provided that Seller hereby waives
any and all rights it may have to dispossess any delinquent tenant
or levy or attach the leasehold interest, fixtures, or personal
property of any such tenant.


 

(b)    
At Closing, Purchaser shall receive a credit for each security
deposit under each Lease then held by Seller in the amount then
held by Seller, as the amount of such security deposit may have
been reduced or applied by Seller under the terms of the
Lease.


 

(c)     
In the event property taxes or assessments are estimated at
Closing, Purchaser and Seller shall, upon the issuance of the
actual tax bill or assessment after Closing, promptly make such
financial adjustments between themselves as are necessary to
correctly prorate such taxes. This paragraph shall survive the
Closing.


 



            

7.3            

Waste; Continuing Operations.
Prior to Closing, the Seller shall neither commit nor permit waste
to the Property, shall maintain the Property in good repair and
condition, shall operate the Property solely in the normal course
of its business and shall not execute any lease without
Purchaser’s prior consent except in the ordinary course of
business and consistent with prior leasing practices. All
Contracts, unless Purchaser provides written notice to Seller of
Purchaser’s election to assume such Contracts at Closing
during the Study Period, shall be terminated by Seller at or prior
to Closing, at Seller’s sole cost and expense.






 



            

7.4            


Risk of Loss.






 

(a) Condemnation
and Casualty

 



.. If, prior to Closing, all or any portion of the Real
Property is taken by condemnation or eminent domain, or becomes the
subject of a pending taking which has not been consummated, or is
destroyed or damaged by any casualty, Seller shall notify Purchaser
of such fact promptly after Seller obtains knowledge thereof. If
such condemnation or casualty is “Material” (as
hereinafter defined), Purchaser shall have the option to terminate
this Agreement upon notice to Seller given not later than ten (10)
days after receipt of Seller's notice and, if applicable, the
Closing Date shall be extended to provide Purchaser such ten (10)
days. If this Agreement is terminated, the Deposit (and any
interest thereon) shall be returned to Purchaser and the parties
shall have no further obligations under this Agreement (except for
those obligations which expressly survive termination). If this
Agreement is not terminated, Seller shall not be obligated to
repair any damage or destruction but: (i) the parties shall proceed
to Closing pursuant to the terms hereof without abatement of the
Purchase Price; and (ii) at Closing, Seller shall either pay to
Purchaser, or assign to Purchaser the right to receive, all
condemnation proceeds or insurance proceeds paid or awarded to
Seller, or if such have not been awarded, all of Seller’s
right, title and interest therein, payable with respect to such
condemnation or fire or other casualty; and (iii) with respect to
any casualty insurance proceeds, Purchaser shall receive a credit
against the Purchase Price for any deductible that may be required
in connection with such insurance proceeds.

 

(b) Condemnation
Not Material

 


. If a
condemnation is not Material, the parties shall proceed to Closing
pursuant to the terms hereof without abatement of the Purchase
Price and at Closing, Seller shall either pay to Purchaser, or
assign to Purchaser the right to receive, all condemnation proceeds
paid or awarded to Seller, or if such have not been awarded, all of
Seller’s right, title and interest therein, payable with
respect to such condemnation.

 

(c) Casualty
Not Material

 


. If a
casualty is not Material, Seller shall not be obligated to repair
any damage, the parties shall proceed to Closing pursuant to the
terms hereof without abatement of the Purchase Price and at
Closing, (i) Seller shall either pay to Purchaser, or assign to
Purchaser the right to receive, all insurance proceeds paid or
awarded to Seller, or if such have not been awarded, all of
Seller’s right, title and interest therein, payable with
respect to such casualty; and (ii) Purchaser shall receive a credit
against the Purchase Price for any deductible that may be required
in connection with such insurance proceeds.

 

(d) Materiality

 


. For
purposes of this Section 7.4, “Material” means: (i)
with respect to a taking by eminent domain, any taking that: (A)
causes a material reduction in the size of the Real Property or
materially interferes with the planned use or operation of the Real
Property as determined by Purchaser in its reasonable discretion;
or (B) materially affects ingress and egress or parking at the
Property; or (ii) with respect to a casualty, any casualty that
requires repairs or replacements costing greater than Twenty-Five
Thousand Dollars ($25,000.00).

 



 

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8. 


CONDITIONS PRECEDENT TO THE PURCHASER’S CONSUMMATING
CLOSING.






 


The
Purchaser’s obligation to consummate Closing hereunder is
expressly conditioned upon the satisfaction of the following (which
may be waived in writing, in whole or in part, by the Purchaser at
or prior to the Closing):


 



            

8.1            

There shall have
been no material adverse change in the title or condition of the
Property or the Seller’s business as it relates to the
Property since the date of this Agreement, except as may be
addressed by Section 7.4 of this Agreement.






 


8.2           There
shall have been no breach of any of the representations or
warranties made by the Seller herein, all such representations and
warranties shall be true and correct as of the date of this
Agreement and as of the Closing Date, and the Seller shall have
performed all undertakings and obligations and complied with all
conditions required by this Agreement to be performed or complied
with by the Seller on or before the Closing Date.


 



9.                       


REPRESENTATIONS AND WARRANTIES.






 



9.1           

Seller represents
and warrants to Purchaser that:






 

(a) Seller is, and at
Closing shall be, the sole owner of the Property and shall have the
fee simple record and marketable title to the Property, free and
clear of all liens and encumbrances, except for the Permitted
Exceptions.

 

(b) Seller is a limited
liability company duly formed and validly existing under the laws
of the State of Georgia.

 

(c) To Seller’s
knowledge, the execution and performance of this Agreement by
Seller will not conflict with any provision of law applicable to
Seller, nor will it result in the breach of any provision of, or
constitute a default under, any agreement or instrument to which
Seller is a party or by which the Property is bound.

 

(d) This Agreement and
the documents to be delivered by Seller at Closing have been or
will be duly executed and delivered by Seller.

 

(e) The Seller is not a
party to and is not bound by any sales contract, option agreement,
right of first refusal agreement or other contract or agreement
providing for the sale or other conveyance of the Property or any
portion thereof.

 

(f) The rent roll
provided or to be provided to Purchaser as of the Effective Date
and at Closing (the “Rent Roll”) is or will be true,
correct and complete in all material respects as of the date
thereof.

 

(g) Seller is the
lessor or landlord or the successor lessor or landlord under the
Leases. Except as set forth in the Rent Roll, there are no leases
or occupancy agreements affecting the Property. Seller shall pay
all commissions, due, payable or owing, with respect to Leases
entered into prior to Closing. No tenant has been given free rent,
any concession in the payment of rent or any abatement of rent
(except as set forth in the Rent Roll). No tenant or other occupant
has any right of first refusal or option to purchase the Property
or any portion thereof.

 

(h) None of the
Personal Property, excluding any mobile homes owned by Seller, are
subject to any lease, security interest, lien or title retention
agreement.

 

(i) Seller has not (i)
commenced a voluntary case, or had entered against it a petition,
for relief under any federal bankruptcy act or any similar
petition, order or decree under any federal or state law or statute
relative to bankruptcy, insolvency or other relief for debtors,
(ii) caused, suffered or consented to the appointment of a
receiver, trustee, administrator, conservator, liquidator or
similar official in any federal, state or foreign judicial or
non-judicial proceeding, to hold, administer and/or liquidate all
or substantially all of its property, or (iii) made an assignment
for the benefit of creditors.

 

(j) Neither Seller nor
any person or entity who owns an interest in Seller is a person or
entity with whom Purchaser is restricted from doing business under
any the Anti-Terrorism Laws, including without limitation any
persons named on the OFAC’s Specially Designated Nationals
and Blocked Persons List.

 

(k) Except as may be
included in the Seller’s Deliverables, Seller has not entered
into any service contracts, vendor contracts, employment agreements
or management agreements with respect to the Property or the
Business.

 


(l) Seller has not
received any notice from any third party of any pending or
threatened legal action, condemnation, rezoning or administrative
proceeding, any outstanding claim for any injury, damage, breach or
default, or any uncured violation of Seller or the Property under
applicable law or with respect to any Lease, Contract or other
agreement or encumbrance affecting the Property.

 

(m) To Seller’s
knowledge, except as may be disclosed in any environmental reports
or other materials within the Seller’s Deliverables, 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.



 



 

6







 





  

(n) To Seller’s
knowledge, the Seller’s Deliverables delivered by Seller to
Purchaser are full and complete copies of all such documents and
materials.

 

(o) The representations
and warranties of Seller set forth in this Section shall survive
Closing for a period of ninety (90) days. If Purchaser discovers a
breach of any such representation or warranty of Seller during such
ninety (90) day survival period, Purchaser may exercise any rights
and remedies available at law or in equity with respect to such
breach; provided, however, Seller shall have no liability to
Purchaser for a breach of any representation or warranty unless
(a) the claims for all such breaches collectively aggregate
more than Ten Thousand and No/100 Dollars ($10,000.00), in which
event the full amount of such claims shall be actionable, up to,
but not to exceed, Ninety Thousand and No/100 Dollars ($90,000.00),
and (b) Purchaser has filed a lawsuit against Seller for an
uncured breach of such representations and warranties no later than
ninety (90) days after the Property has been conveyed to Purchaser.
The provisions of this paragraph shall survive
Closing.

 

(p) NO ADDITIONAL REPRESENTATIONS OR
WARRANTIES OF SELLER. PURCHASER ACKNOWLEDGES AND AGREES
THAT, EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT
MADE, AND SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY,
GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, OR CONCERNING, (a) THE NATURE AND CONDITION OF
THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY
AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT
THEREON; (b) THE EXISTENCE, NATURE AND EXTENT OF ANY RIGHT-OF-WAY,
LEASE, RIGHT TO POSSESSION OR USE, LIEN, ENCUMBRANCE, LICENSE,
RESERVATION, CONDITION OR OTHER MATTER AFFECTING TITLE TO THE
PROPERTY; OR (c) WHETHER THE USE OR OPERATION OF THE PROPERTY
COMPLIES WITH ANY AND ALL LAWS, ORDINANCES OR REGULATIONS OF ANY
GOVERNMENT OR OTHER REGULATORY BODY. PURCHASER AGREES TO ACCEPT THE
PROPERTY AND ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED
FOR HEREIN IS MADE BY SELLER, ON AN “AS IS, WHERE IS, AND
WITH ALL FAULTS” BASIS. PURCHASER EXPRESSLY ACKNOWLEDGES THAT
EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT AND THE
DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER
MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO
THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER’S WARRANTY OF
TITLE TO BE SET FORTH IN THE DEED OR BILL OF SALE), ZONING, TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES,
OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS,
THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION (INCLUDING,
WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY OR ON
BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT EXCEPT AS
EXPRESSLY SPECIFIED IN THIS AGREEMENT OR IN ANY WRITTEN INSTRUMENT
DELIVERED BY SELLER TO PURCHASER, SELLER MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW REGARDING OR WITH RESPECT TO ANY SUCH
INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS)
PROVIDED OR TO BE PROVIDED BY SELLER REGARDING THE
PROPERTY.

 


FURTHER, EXCEPT AS
EXPRESSLY SPECIFIED IN THIS AGREEMENT AND WITHOUT IN ANY WAY
LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER HAS NOT MADE
AND MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, AND HEREBY
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE
PRESENCE OR DISPOSAL ON OR BENEATH THE PROPERTY (OR ANY PARCEL IN
PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES OR MATERIALS WHICH ARE
CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL
LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO
ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR
DISCLOSURE (INCLUDING, WITHOUT LIMITATION, ASBESTOS) AND SHALL HAVE
NO LIABILITY TO PURCHASER THEREFOR. WITHOUT LIMITATION OF THE
PRECEDING SENTENCE, SELLER SPECIFICALLY DISCLAIMS ANY
REPRESENTATION, WARRANTY OR GUARANTY REGARDING THE ACCURACY OF ANY
ENVIRONMENTAL REPORTS WHICH MAY BE INCLUDED WITHIN THE SUBMISSION
MATTERS.


 


PURCHASER, AND
ANYONE CLAIMING, BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY
RELEASES, DISCHARGES, AND HOLDS HARMLESS SELLER, ITS EMPLOYEES,
OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND AGENTS, AND
THEIR RESPECTIVE PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS AND
ASSIGNS FROM ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND,
ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY
CONSTRUCTION DEFECTS, ERRORS, OMISSION, OR OTHER CONDITIONS
AFFECTING THE PROPERTY; PROVIDED, THAT THIS SHALL NOT RELEASE
SELLER FROM CLAIMS ARISING, IF ANY, AS A RESULT OF ANY WRITTEN
REPRESENTATION OR WARRANTY OF SELLER BEING FALSE WHEN MADE OR
REAFFIRMED IN WRITING BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT
ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING,
BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND SUSPECTED CLAIMS,
DAMAGES AND CAUSES OF ACTION. THIS COVENANT RELEASING SELLER SHALL
BE BINDING UPON PURCHASER, ITS PERSONAL REPRESENTATIVES, HEIRS,
SUCCESSORS AND ASSIGNS.


 


THE
PROVISIONS OF THIS SECTION 9.1(P) (INCLUDING, WITHOUT LIMITATION,
THE WAIVER AND RELEASE OF CLAIMS CONTAINED HEREIN) SHALL SURVIVE
THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.


 



 

7







 






 


(q)           Except
as expressly stated herein or in any written instrument delivered
by Seller to Purchaser in connection herewith, Seller makes no
representation or warranty as to the truth, accuracy or
completeness of any materials, data or information delivered by
Seller to Purchaser in connection with the transaction contemplated
hereby. Purchaser acknowledges and agrees that all third party
generated materials, reports, data and information delivered by
Seller to Purchaser in connection with the transaction contemplated
hereby are provided to Purchaser as a convenience only and that any
reliance on or use of such materials, data or information prepared
by third parties by Purchaser shall be at the sole risk of
Purchaser.


 




9.2

Purchaser
represents and warrants to Seller that:






 

(a) Purchaser is a
limited liability company duly formed and validly existing under
the laws of the State of North Carolina.

 

(b) To
Purchaser’s knowledge, the execution and performance of this
Agreement by Purchaser will not conflict with any provision of law
applicable to Purchaser, nor will it result in the breach of any
provision of, or constitute a default under, any agreement or
instrument to which Purchaser is a party or by which the Property
is bound.

 

(c) This Agreement and
the documents to be delivered by Purchaser at Closing have been or
will be duly executed and delivered by Purchaser.

 

(d) Purchaser has not
(i) commenced a voluntary case, or had entered against it a
petition, for relief under any federal bankruptcy act or any
similar petition, order or decree under any federal or state law or
statute relative to bankruptcy, insolvency or other relief for
debtors, (ii) caused, suffered or consented to the appointment of a
receiver, trustee, administrator, conservator, liquidator or
similar official in any federal, state or foreign judicial or
non-judicial proceeding, to hold, administer and/or liquidate all
or substantially all of its property, or (iii) made an assignment
for the benefit of creditors.

 




(e)


 





 

(e) Neither Purchaser
nor any person or entity who owns an interest in Purchaser is a
person or entity with whom Seller is restricted from doing business
under the Anti-Terrorism Laws, including without limitation any
persons named on the OFAC’s Specially Designated Nationals
and Blocked Persons List.

 

(i) 

 

(f) The representations
and warranties of Purchaser set forth in this Section shall survive
Closing for a period of ninety days (90) days. The provisions of
this paragraph shall survive Closing.

 



10.            


RESERVED.






 



11.            


DEFAULT.






 


11.1           By
Purchaser. If Purchaser defaults in performing any of its
obligations under this Agreement, and such default continues for
fifteen (15) days after written notice from Seller to Purchaser of
such default, then Seller shall have the right to terminate this
Agreement by written notice to Purchaser, in which event the Title
Company shall deliver the Deposit to Seller and Seller shall retain
the Deposit as liquidated damages, the actual damages being
difficult, if not impossible to determine.

 


11.2           By
Seller. If Seller defaults in performing any of its
obligations under this Agreement, and such default continues for
fifteen (15) days after written notice from Purchaser to Seller of
such default, then Purchaser shall have the right either to (i)
terminate this Agreement by written notice to Seller and receive
from Title Company a return of the Deposit, and Seller shall
reimburse Purchaser an amount equal to the out-of-pocket costs
incurred by Purchaser in connection with the transaction
contemplated by this Agreement (such reimbursement amount not to
exceed $20,000.00), whereupon this Agreement shall become null and
void and of no further force or effect, except for such
reimbursement obligation of Seller which shall survive the
termination of this Agreement and otherwise as expressly provided
herein; or (ii) seek specific performance of Seller’s
obligation to convey title to the Property hereunder, provided that
any specific performance proceeding shall be commenced within
ninety (90) days after the date the Closing was to have occurred
and shall be diligently prosecuted thereafter; or (iii) waive such
default and proceed to Closing. Notwithstanding the foregoing, if,
as a result of any intentional willful default by Seller, the
remedy of specific performance is not available to Purchaser, then
Purchaser shall have the right to pursue all remedies available at
a law or in equity with respect to such intentional or willful
default by Seller. This paragraph shall not limit Purchaser’s
rights and remedies after Closing for a breach of any
representation or warranty of Seller in accordance with Section 9.1
above.


 



 

8







 






 



12.            


MISCELLANEOUS PROVISIONS.






 

12.1            
Successors and
Assigns. All of the terms,
provisions of and obligations under this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. Purchaser shall have no right to
assign this Agreement without the prior written consent of Seller;
provided, however, that such consent shall not be required for an
assignment to another corporation, partnership or limited liability
company affiliated with Purchaser or its principals. No such
assignment shall relieve Purchaser from liability under this
Agreement.


 

12.2
            
Notices.
Whenever any notice, consents, request, instruction, approvals and
other communications provided for herein is requested, such notice,
consents, requests, instructions, approvals and other
communications shall be validly given, made or served if in writing
and delivered personally or by recognized overnight courier, sent
via certified mail, sent via e-mail or postage pre-paid, at the
following address:


 


	
 PURCHASER:

	
MHP Pursuits
LLC

136
Main Street

Pineville,
NC 28134

Attn:
Adam A. Martin

Email:
adam@mhproperties.com


	
 

	
 


	
 WITH COPY
TO:

	
Bass, Dunklin,
McCullough & Smith, PLLC

6302
Fairview Road, Suite 580

Charlotte,
NC 28210

Attn:
Thomas D. Rivers, Esq.

Email:
thomas.rivers@bassdunklin.com


	
 

	
 


	
 SELLER:

	
CSC Warner Robins,
LLC

c/o
NL-LC

P.O.
Box 12226

Richmond,
Virginia 23241

Attn:
Yogi Singh

Email:
yogi@nl-lc.com


	
 

	
 


	
 WITH COPY
TO:

	
Williams
Mullen

200
South 10th Street, Suite 1600

Richmond,
VA 23219

Attn: Elizabeth
Carr, Esq.

Email: ecarr@williamsmullen.com







 



 

9







 






 





            

Any such notice,
consents, requests, instructions, approvals and other
communications which shall be served upon either of the parties in
the manner aforesaid shall be deemed sufficiently given for all
purposes hereunder (a) at the time such notices, consents,
requests, instructions, approvals and either communications are
hand delivered in person, (b) on the next business day after being
sent via express mail or delivery/courier service guaranteeing
overnight delivery, (c) on the second day after the mailing of
such, in accordance with the preceding portion of this paragraph,
or (d) on the day of delivery by electronic mail with confirmation
of receipt.






 

12.3           
Real Estate
Commissions. Each party hereunder represents and warrants to
the other that it did not consult or deal with any broker or agent,
real estate or otherwise, with regard to this Agreement or the
transactions contemplated hereby other than Capstone Manufactured
Housing, who will be compensated by Seller pursuant to a separate
written agreement. Each party hereto agrees to indemnify and hold
harmless the other party from all liability, expense, loss, cost or
damage, including reasonable attorneys’ fees that may arise
by reason of any claim, demand or suit of any other agent or broker
claiming through them arising out of facts constituting a breach of
the foregoing representations and warranties. The provisions of
this Section shall survive Closing or any termination of this
Agreement.


 

          
12.4        
  Further Assurances. In addition
to the obligations required to be performed hereunder by the Seller
at the Closing, the Seller agrees to perform such other acts, and
to execute, acknowledge, and/or deliver at or subsequent to the
Closing such other instruments, documents and other materials as
the Purchaser may reasonably request in order to effectuate the
consummation of the transaction contemplated herein and to vest
title to the Property in the Purchaser. The provisions of this
subsection 12.4 shall survive
Closing.        


 


12.5           Governing
Law. Any disputes, actions or claims relating to this
Agreement shall be governed by the laws of the State of Georgia,
irrespective of any conflict of law principals to the contrary. The
provisions of this subsection 12.5 shall survive Closing
hereunder.


 

12.6           
Exclusive
Dealing.
During the term of this Agreement, Seller, shall not, directly or
indirectly, through any representative or otherwise, solicit or
entertain offers from, negotiate with or in any manner encourage,
discuss, accept or consider any proposal of any other person
relating to the acquisition of all or any part of the
Property.


 


12.7            
Entire Agreement. This
Agreement sets forth the entire understanding between the parties;
it supersedes all previous agreements and representations which are
deemed merged herein and may not be modified except in a writing
executed by both parties.




 

12.8           
Tax-Deferred
Exchange. At either party’s request, the other party
shall cooperate to structure the sale of the Property as a
tax-deferred exchange under Section 1031 of the Internal Revenue
Code and shall execute any documents necessary to complete such
1031 exchange transaction, provided that: (a) the requesting party
shall reimburse the other party for all resultant additional
expenses it pays or incurs, (b) the other party shall not be
obligated to take title to any property other than the Property for
any period of time, (c) the other party shall not be obligated to
execute any notes or mortgages or to incur any liabilities as a
result of participating in the exchange, (d) the Closing is not
delayed beyond the Closing Date, and (e) the requesting party shall
indemnify, defend and hold harmless the other party against claims,
costs, loss, or liability arising from or related to the
exchange.


 

12.9           
Attorneys’
Fees. If litigation is
required by either party to enforce or interpret the terms of this
Agreement, the prevailing party of such action shall, in addition
to all other relief granted or awarded by the court, be awarded
costs and reasonable attorneys’ fees, charges and
disbursements and expert witnesses fees and costs incurred by
reason of such action or arbitration and those incurred in
preparation thereof at both the trial or arbitration and appellate
levels.






 



REMAINDER OF PAGE LEFT INTENTIONALLY BLANK



SIGNATURE PAGE TO FOLLOW


 




 






10








 










 



SIGNATURE PAGE TO PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, each party has executed and sealed this Agreement
or caused it to be executed and sealed on its behalf by its duly
authorized representatives, the day and year first above
written.


 


 


	
PURCHASER:

MHP
Pursuits LLC,

a
North Carolina limited liability company


	
 


	
By:            /s/
Michael Anise


Name:                       Michael
Anise

Its:            CFO/COO


	
 


	
SELLER:

CSC
Warner Robins, LLC,

a
Georgia limited liability company


	
 


	
By:/s/
Yoginder H. Singh


Name:Yoginder
H. Singh

Its:
Manager







 




 

11








 






 



EXHIBIT A



REAL PROPERTY


 






 

12








 






 


EXHIBIT
B



PERSONAL PROPERTY


 


	

Site
ID

	

POH
Status

	

Manufacturer

	

Home
Model

	

VIN

	

Year


	

15

	

Owned

	

Schult

	

Omni

	

47834

	

1996


	

20

	

Owned

	

Clayton

	

Spirit

	

WHC005329GA

	

1996


	

203
South Cambridge

	

Owned

	

Flintstone

	
 

	

F156S142CK6130GA

	

1985


	

209
Ridgewood

	

Owned

	

Schult

	

SCHULT

	

230189

	

1988


	

300
Ridgewood

	

Owned

	

Waycross

	

Phoenix

	

WHGA1819

	

1986


	

500
South Cambridge

	

Owned

	

Fleetwood

	
 

	

GAFLR07A30456W2

	

1994


	

603
South Cambridge

	

Owned

	

Horton

	

Country
Haven

	

H155580G

	

1999


	

605
South Cambridge

	

Owned

	

Horton

	
 

	

H79636G

	

1990


	

607
South Cambridge

	

Owned

	

General

	
 

	

GMHGA247944655

	

1996


	

609
South Cambridge

	

Owned

	

Horton

	
 

	

H207796G

	

1999


	

610
South Cambridge

	

Owned

	

Waycross

	

Spirit
3

	

WHC008731GA

	

1998


	

LOT
17

	

Owned

	

OAKWOOD
HOMES CORP

	

DESTINY

	

046687AB

	

1996


	

17

	

Owned

	

Redman

	

New
Moon

	

3679

	

1978


	

115
Ridgewood

	

Owned

	

Destiny

	
 

	

OW52916

	

1997


	

301
Ridgewood

	

Owned

	

Fleetwood

	

SANDPOINTE

	

F248SC1775GA

	

1986


	

304
Ridgewood

	

Owned

	

Horton

	

Summit

	

H58783G

	

1988


	

504
South Cambridge

	

Owned

	

Redman

	

HOMESTEAD

	

HMST2440GA

	

1987


	

600
South Cambridge

	

Owned

	

Homestead

	
 

	

HMST4282GA

	

1989


	

25

	

Abandoned

	

Flintstone

	
 

	

F248SC1014GA

	

1985


	

216
Ridgewood

	

Abandoned

	

Horton
Homes inc

	

Summit

	

H101812G

	

1993


	

218
Ridgewood

	

Abandoned

	

Crimson
Indutries

	

Crimson

	

ALWI2612370

	

1979


	

101
Ridgwood

	

Abandoned

	

Flintstone

	

EASTWOOD

	

FS56S142FB1503GA

	

1985


	

207
Ridgewood

	

Abandoned

	

Horton
Homes inc

	

Summit

	

H54040G

	

1986


	

LOT
23

	

Abandoned

	

Fleetwood

	

WESTFIELD
CLASSIC

	

GAFLJ34B10768SH

	

1989


	

102
Waverly Court

	

Abandoned

	

American

	

SILHOUETTE

	

SG21390

	

1988


	

111
Ridgewood

	

Abandoned

	

Destiny

	

Omni

	

H55210G

	

1987







 


	

Item

	

Brand

	

Description

	

Model

	

Serial
Number


	

Pressure
Washer

	

Ryobi

	

2800PSI
pressure washer

	
 

	

0A6062D050115


	

Computer

	

Dell

	

Laptop

	

Inspiron

	

93X2B2


	

Printer

	

Brother

	

Brother
3in1 printer

	

MFC-7860DW

	

U62702D3N46651


	

Cell
Phone

	

LG

	

Office
cell phone

	

LG K8
V

	

354437082163433l


	

Chainsaw

	

Ryobi

	

16"
chainsaw

	

RY3716

	

EU16223D020780


	

Weedeater

	

Ryobi

	
 

	

S430 4
cycle

	

EU163551D050997


	

Various
hand tools

	
 

	
 

	
 

	
 


	

Office
furniture

	
 

	
 

	
 

	
 







 




 


 





13








 










 



EXHIBIT C


 



DUE DILIGENCE ITEMS


 


●
Most recent ALTA/NSPS or Land Survey of the
site(s) 


●
Existing Title Policy for site(s) to include land
description 


●
Most recent Environmental Phase I report


●
Any existing Property Condition Reports for real and personal
property included in the purchase 


●
Current Rent Roll 


●
Current Ground, Personal and Real Property
Leases 


●
Other income reports and data


●
●  2017, 2018, and Year-To-Date Profit and Loss
Statements and previous two (2) years Tax
Returns 


●
Current and Historical Aged Receivables reports owed by
Tenants 


●
Existing Security Deposits on File 


●
Current Property and Capital Budgets 


●
2018 and current Year-To-Date Repair and Maintenance Bills and
Utility Bills including but not limited to electrical, gas, water,
sewer, trash, phone, cable, etc.  


●
Current Real Estate Tax bills and previous two (2) years of Real
Estate Tax bills 


●
Historical Capital Expenditures Report and current capital projects
underway


●
Current Service Agreements for vendors servicing the Property
(landscaping, janitorial, security, etc.) 


●
Current employment contracts and agreements (on and off-site staff
to include management, maintenance and construction teams,
etc.) 


●
Personal Property Inventory List included in Purchase


●
Current Insurance policy


●
Historical Insurance Loss Runs & Claims


●
Existing Loan Agreement 


 


 


 




 


 




 


 

14