Blueprint





  Exhibit 10.1







 


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:

	

The ARC
Investment Trust, a South Carolina trust
(“Seller”)


4220
Augusta Road


Lexington, SC
29073


Attention: Al
Cox


Telephone: (803)
730-5575


Email:
acox271929@aol.com


	

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


Telephone: (980)
273-1702 x239


Email:
adam@mhproperties.com


	

C.
Property Name and Address:


 

	

Paradise Gardens,
2700 Oakwood Drive, West Columbia, SC 29169


Hyler
Acres, 300 Cardinal Drive, Lexington, SC 29073


Hermitage Pond, 305
Hermitage Road, Lexington, SC 29072


Davis
Estates, 4216 Augusta Road, Lexington, SC 29073


Hidden
Valley, 100 Hidden Valley Drive, Lexington, SC 29073


	


D. General Description:

	

Five
Mobile Home Parks with a total of 181 home sites located on
approximately 39.34 acres as described on Exhibit “A”
attached hereto (the “Land”) and 155 Park-Owned Homes
(as defined below) as described on Exhibit “C” attached
hereto


	


E. Property Tax ID Number(s):


 

	

Paradise Gardens
(004597-04-006)


Hyler
Acres (005696-01-039)


Hermitage Pond
(005300-07-091)


Davis
Estates (005627-04-005)


Hidden
Valley (004598-02-001)


	


F. Purchase Price:

	

$6,500,000 (the
“Purchase Price”)


	


G. Closing Date:


 

	

Thirty
(30) days after the last day of the Due Diligence Period or such
earlier date as may be agreed upon by the parties in writing (the
“Closing Date”) as the Closing Date may be extended in
accordance with Exhibit “B” attached
hereto.


	


H. Title Company; Holder of Earnest Money

	

Stewart
Title Guaranty Company (“Title Company” or
“Holder”)


5935
Carnegie Boulevard, Suite 301


Charlotte, North
Carolina 28209


	


I. Effective Date of this Agreement:

	

August
1, 2019 (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:

	

$15,000
(the “Earnest Money”)


	

K.
Due Diligence Period:

	

Thirty
(30) days after the date that Seller has completed delivery to
Buyer of the Due Diligence Materials (as defined in Exhibit
“B” attached hereto) as confirmed in writing by the
parties in accordance with Section 5; then an additional forty five
(45) days for completion of third party reports, with the only
contingency during this last 45 day period being the acceptability
of completed third party reports (the “Due Diligence
Period”);.


	


L. Buyer’s Broker:

	

SVN
Blackstream (“Buyer’s Broker”) (or insert
“None”)


	


M. Seller’s Broker:

	

DHP
Real Estate, LLC (“Seller’s Broker”) (or insert
“None”)


	


N. Broker’s Commission:

	

The
parties understand and agree that, at Closing, Seller shall pay 3%
of the Purchase Price to DHP Real Estate, LLC as a real
estate commission.  DHP Real Estate, LLC agrees to pay
SVN Blackstream a Co-Op Commission at the time of closing
equal to 1.5% of the Sales Price.  The parties represent to
each other that neither party has done anything nor will do
anything which will entitle any other person or entity to receive
any brokerage's fees or real estate commission as a
result of the transactions provided for under this Contract, and
each party hereto agrees to indemnify the other with respect to any
fees or commissions which may be owed to any third party with
respect to any breach of this representation. 









 


	


Buyer(s) Initials:


 

	


Seller(s) Initials:


	
 

	
 







 

1








 








2.

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






 




3.

Property. Upon
and subject to the terms and conditions set forth in this
Agreement, Seller shall sell to Buyer, and Buyer shall purchase
from Seller, the following property (collectively, the
“Property”):






 




A.

The Land, together
with any and all rights and interests appurtenant thereto,
including, but not limited to, all rights, title, and interest in
and to adjacent streets, alleys, rights-of-way, and any adjacent
strips and gores, water, oil, gas and other mineral rights, and
rights-of-way, privileges, licenses and easements; any award made
or to be made as a result of or in lieu of condemnation affecting
the Property or any part thereof, and any award for damage to the
Property or any part thereof by reason of casualty;






 




B.

All buildings,
structures and improvements in, on, over and under the Land,
including, without limitation, any and all recreational buildings,
structures and facilities, plumbing, heating, ventilating, air
conditioning, mechanical, electrical and other utility systems,
water and sewage treatment plants and facilities (including wells
and septic systems), parking lots and facilities, landscaping,
roadways, sidewalks, swimming pools, security devices, signs and
light fixtures, which are not owned by campers, guests or tenants
(together with the Land, the “Real
Property”);






 




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;






 




F.

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






 




G.

All existing tenant
files, Lease files, books and records, promotional and advertising
materials, surveys, blueprints, drawings, plans and specifications
(including, without limitation, structural, HVAC, mechanical and
plumbing, water and sewer plans and specifications), construction
drawings, soil tests, environmental reports, appraisals, police
reports, and other documentation for or with respect to the
Property or any part thereof within Seller’s possession
(collectively, the “Property
Files”);






 




H.

Seller’s
interest in and to all contracts relating to the use and operation
of the Property that Buyer elects to assume and in effect on the
Closing Date, including any parking agreements, equipment leases,
landscape, trash removal or other maintenance contracts
(collectively, the “Contracts”). Without
limiting the foregoing, Seller acknowledges and agrees that the
Contracts shall exclude any management or third-party leasing or
listing agreements, which shall not be assumed by
Buyer;






 




I.

Seller’s
interest in and to all warranties and guaranties, if any,
applicable to the design or construction of any buildings,
structures or other improvements or any equipment on the Land
(collectively, the “Warranties”);
and






 




J.

Seller’s
interest in and to all governmental licenses, permits and
certificates, if any, applicable to the ownership, use, occupancy
or operation of the Real Property, to the extent transferable
(collectively, the “Licenses”).






 




4.

Purchase Price and
Method of Payment. The Purchase Price shall be paid in U.S.
Dollars at Closing in cash or its equivalent which shall only
include the wire transfer of immediately available funds, or a
cashier's check issued for the closing by a federally insured bank,
savings bank, savings and loan association or credit union where
the funds are immediately available.






 



 

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5.

Due
Diligence. Buyer
has paid Seller the sum of $25.00, the receipt of which is hereby
acknowledged by Seller, as option money for Buyer having the right
to terminate this Agreement during the Due Diligence Period. Within
ten (10) days after the Effective Date, Seller shall deliver to
Buyer the Due Diligence Materials to the extent within
Seller’s possession. Upon the completion of Seller’s
delivery to Buyer of all such Due Diligence Materials, Buyer and
Seller shall agree in writing (which may be via e-mail) as to such
date of completion of delivery, which shall be the date of
commencement of the Due Diligence Period. Prior to Closing, Buyer
and Buyer's representatives and agents shall have the right to
enter upon Property at Buyer's expense, and at reasonable times, to
inspect, survey, examine, and test the Property as Buyer may deem
necessary as part of Buyer's acquisition of the Property. Seller
shall allow Buyer and its representatives and agents access to, or
shall provide documents for review, whichever the case may be, with
respect to the Property at all reasonable times and shall cooperate
with Buyer’s efforts to conduct the inspections permitted
herein. Seller agrees to cooperate in introducing Buyer to vendors,
staff and other parties who have experience with the
Property’s ongoing operations. Buyer shall indemnify and hold
Seller harmless from and against any and all claims, injuries and
damages to persons and/or property arising out of or resulting from
the exercise of Buyer’s inspection rights; provided, however,
Buyer’s indemnity obligations shall not extend to any claims,
injuries or damages resulting from or relating to (i) any action of
Seller or its agents or representatives or (ii) any existing
environmental contamination or other conditions with respect to the
Property that may be discovered by Buyer as the result of its
investigations. During the Due Diligence Period, Buyer may evaluate
the Property, the feasibility of the transaction, the availability
and cost of financing, and any other matters of concern to Buyer.
Buyer shall have the right to terminate this Agreement by
delivering notice to Seller at or before 11:59 p.m. Eastern time on
the last day of the Due Diligence Period, if Buyer determines, for
any reason or no reason, that it is not desirable to proceed with
the transaction. In such event, Holder shall promptly refund the
Earnest Money to Buyer, and neither party shall have any further
obligations or liability under this Agreement except as expressly
provided in this Agreement. 






 




6.

Earnest
Money.  Buyer
shall deposit the Earnest Money with Holder within ten (10) days
after the commencement of the Due Diligence Period, to be held in
escrow and to be applied to the Purchase Price at Closing, or
refunded to Buyer if Buyer terminates this Agreement in accordance
with the terms hereof. If Buyer defaults in its obligation to close
and pay the Purchase Price, Seller shall be entitled to receive the
Earnest Money as liquidated damages.






 




7.


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






 




A.

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






 




1.

Seller shall not
commit or permit waste upon the Property.








2.

Seller shall not,
directly or indirectly, solicit or entertain offers from, negotiate
with or in any manner encourage, discuss, accept or consider any
proposal of any person, other than Buyer, relating to the
acquisition of the Property from Seller, in whole or in
part.








3.

Seller will not
engage in any practice, take any action, or enter into any
transaction outside the ordinary course of business with respect to
the Property. Without limiting the generality of the foregoing,
Seller shall not:








a.

Sell, lease,
transfer or otherwise dispose of, or mortgage or pledge, or impose
or suffer to be imposed any lien on, any of the Property, except in
the ordinary course of business consistent with past
practice;








b.

Cancel any debts
owed to or claims held by Seller (including the settlement of any
claims or litigation) or incur additional debt for borrowed money,
or incur any obligation or liability (fixed, contingent or
otherwise), in each case, other than in the ordinary course of
business consistent with past practice;








c.

Delay or accelerate
payment of any account payable or other liability of the business
related to the Property beyond or in advance of its due date or the
date when such liability would have been paid in the ordinary
course of business consistent with past practice;








4.

Seller shall not
enter into any Contract pertaining to the Property which cannot be
terminated at or prior to Closing. Except for any Contract that
Buyer expressly elects to assume at Closing, Seller shall be
responsible for terminating all Contracts as of the Closing Date,
including the payment of any early termination fees or other
charges in connection with such termination.








5.

Seller shall
cooperate with Buyer in obtaining all permits and licenses required
by all applicable governmental authorities to operate the Property
as a mobile home park.








6.

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






 




B.

Conditions for the Benefit of
Buyer: The obligation of Buyer to consummate the transaction
contemplated herein is conditioned upon the satisfaction of the
following conditions precedent as of the Closing Date:






 




1.

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








2.

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








3.

There shall have
been no material adverse change in the physical 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.






 



 

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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.






 




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;.






 




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) any
costs of owner's or lender's title insurance for Buyer or its
lender; and (iv) 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.





  





 

4







 






 




B.

All rents and
prepaid rents and other recurring operating income and prepaid
income (including, without limitation, any cable television or
other utility or entertainment carrier or provider income or door
fees or future payment rights and any utility costs attributable to
the period prior to the Closing Date that have been passed on to
and are payable by a tenant) with respect to the Property shall be
prorated as of the Closing Date and those rents and income
attributable to the period prior to the Closing Date shall be
allocated to Seller and those rents and income attributable to the
period on and after the Closing Date shall be allocated to Buyer.
All rents payable for the month of Closing (including any such
rents that are unpaid as of the Closing Date) shall be prorated as
of the Closing Date and Buyer shall receive a credit against the
Purchase Price for Buyer’s prorated share of such rents;
provided, if Buyer subsequently receives any such rents that were
unpaid as of the Closing Date and were prorated for the month of
Closing, Buyer shall deliver such rents to Seller. All rents that
are thirty (30) days or more delinquent shall not be prorated, and
any such delinquent rents collected after Closing shall be payable
to Buyer. All payments or prepayments of rents or other income or
compensation attributable to the Property for the period subsequent
to Closing collected or received or retained by Seller will be
delivered to Buyer or credited against the Purchase
Price.






 




C.

Effective as of the
Closing Date, Buyer will assume all liabilities of Seller for
security deposits under the Leases, and such security deposits
shall be a credit against the Purchase Price.






 




D.

Buyer’s and
Seller’s obligations under this Section 10 to make any
adjustments to prorations or to deliver any rents or income to each
other, as applicable, shall survive the Closing.






 




11.


Title.






 




A.

Warranties of Seller. Seller
warrants to Buyer that at Closing, Seller shall convey good and
marketable fee simple title to the Property to Buyer, subject only
to the following exceptions (the “Permitted
Exceptions”):






 




1.

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








2.

The title
exceptions appearing in Buyer’s title commitment for the
Property (as last revised by the Title Company) for which Buyer
does not make or waives any Title Objection (as defined below) or
any Additional Title Objection (as defined below) in accordance
with this Agreement.






 


For the
avoidance of doubt, the Permitted Exceptions shall exclude the
following matters (regardless of whether Buyer makes any Title
Objection or Additional Title Objection with respect to such
matters) (collectively, the “Mandatory Cure Items”):
(i) any existing deeds of trust, mortgages, liens or other monetary
encumbrances affecting the Property; (ii) delinquent taxes or
assessments; (iii) unrecorded leases or possessory rights, except
as set forth in the current rent roll for the Property; and (iv)
liens or potential lien rights for any contractors, materialmen or
brokers.


 




B.

Title Objections.






 




1.

Prior to the
expiration of the Due Diligence Period, Buyer may obtain a title
insurance commitment and a current survey of the Property, and
Buyer may notify Seller of any objections to title or survey
matters affecting the Property (“Title Objections”).
Seller may elect, by written notice to Buyer, to remove or cure any
such Title Objection at or prior to Closing (a “Cure Item”). If Seller
does not agree in writing to remove or cure any Title Objection
within five (5) days after Buyer’s delivery of such Title
Objection, then Seller shall be deemed to have elected not to
remove or cure such Title Objection, and any time thereafter Buyer
may elect to (i) terminate this Agreement by delivering written
notice thereof to Seller, in which event Holder shall promptly
refund the Earnest Money to Buyer, and neither party shall have any
further obligations or liability under this Agreement except as
expressly provided in this Agreement or (ii) waive such Title
Objection and proceed to Closing. Notwithstanding the foregoing or
any other provision herein to the contrary, Seller shall be
required to satisfy or cure any Mandatory Cure Items at or prior to
Closing, regardless of whether Buyer objects to the same, and any
such Mandatory Cure Items shall be deemed Cure Items.






 




2.

Buyer shall have
the right to update the title commitment and survey for the
Property after the expiration of the Due Diligence Period and prior
to Closing. If any such title commitment update or survey update
reveals any additional title or survey matters affecting the
Property which were not previously disclosed in Buyer’s title
commitment or survey, then Buyer may notify Seller of any
objections to any such additional title or survey matters
(“Additional Title
Objections”) notwithstanding the expiration of the Due
Diligence Period. Seller may elect, by written notice to Buyer, to
remove or cure any such Additional Title Objection at or prior to
Closing (an “Additional Cure Item”).
If Seller does not agree in writing to remove or cure any
Additional Title Objection within five (5) days after Buyer’s
delivery of such Additional Title Objection, then Seller shall be
deemed to have elected not to remove or cure such Additional Title
Objection, and any time thereafter Buyer may elect to (i) terminate
this Agreement by delivering written notice thereof to Seller, in
which event Holder shall promptly refund the Earnest Money to
Buyer, and neither party shall have any further obligations or
liability under this Agreement except as expressly provided in this
Agreement or (ii) waive such Additional Title Objection and proceed
to Closing. Notwithstanding the foregoing or any other provision
herein to the contrary, Seller shall be required to remove or cure
any Additional Title Objection relating to any title or survey
matter that first affects the Property or that first appears in the
public record after the Effective Date, and any such title or
survey matter shall be deemed an Additional Cure Item.






 




3.

Seller shall have
until the Closing to cure or satisfy all Cure Items and Additional
Cure Items, as applicable. If Seller fails to cure any Cure Item or
Additional Cure Item, as applicable, at or prior to Closing (and
fails to provide Buyer with evidence of Seller's cure satisfactory
to Buyer and to the Title Company), then Buyer may elect in its
sole discretion by delivering written notice to Seller: (1) to
exercise Buyer’s remedies under Section 17.B with respect to
such failure by Seller, which shall be deemed a default by Seller
under this Agreement; (2) to waive such failure and proceed to
Closing; or (3) to extend the Closing Date up to thirty (30) days
as determined by Buyer to allow Seller further time to cure such
Cure Item or Additional Cure Item, as applicable.






 



 

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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.






 




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.






 



 

6







 






 




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 ninety (90) days
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.






 




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.






 



 

7







 






 




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.






 




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.






 




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.






 



 

8







 






 




19.

Intentionally
deleted.






 




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






 


[SIGNATURES
INCLUDED ON FOLLOWING PAGE]


 



                                                                                            








 


	


Buyer(s) Initials:


 

	


Seller(s) Initials:


	
 

	
 







 

9








 






 


IN WITNESS WHEREOF, Buyer and Seller
have executed this Agreement as of the Effective Date.


 



BUYER:


 


MHP PURSUITS LLC,


a North
Carolina limited liability company


 


	
By: /s/ Adam
Martin


	
 


	
 

	
 


	
Name:
Adam Martin


	
 


	
 


	
 


	
Title:
CIO

	
 


	
  

	
 


	
Date:
July 26, 2019

	
 







                                                          




 



SELLER:


 



THE ARC INVESTMENT TRUST


 


	
By: /s/ Alva R.
Cox

	
 


	
 

	
 


	
Name:
Alva R. Cox

	
 


	
 

	
 


	
Title:
Trustee   


	
 


	
 

	
 


	
Date:
July 26,
2019

	
 














 

10








 










 



EXHIBIT A


 



DESCRIPTION OF PROPERTY


 




1.

PARADISE
GARDENS






A 23
site mobile home park located at 2700 Oakwood Drive, West Columbia,
SC, Lexington County. Site consists of 2.7 acres, Tax Map #
004597-04-006.




2.

HYLER
ACRES






A 28
site mobile home park located at 300 Cardinal Drive, Lexington, SC,
Lexington County. Site consists of 8.08 acres, Tax Map #
005696-01-039.




3.

HERMITAGE
POND






A 49
site mobile home park located at 305 Hermitage Road, Lexington, SC,
Lexington County. Site consists of 16.4 acres, Tax Map #
005300-07-091.




4.

DAVIS
ESTATES






A 11
site mobile home park located at 4216 Augusta Road, Lexington, SC,
Lexington County. Site consists of 2.58 acres, Tax Map #
005627-04-005.




5.

HIDDEN
VALLEY






A 70
site mobile home park located at 100 Hidden Valley Drive,
Lexington, SC, Lexington County. Site consists of 9.58 acres, Tax
Map # 004598-02-001.


 


 




	


Buyer(s) Initials:


 

	


Seller(s) Initials:


	
 

	
 







 

11








 






 



EXHIBIT B


 



DUE DILIGENCE MATERIALS & SPECIAL PROVISIONS


 


The
following shall be incorporated into this Agreement.


 




1.

Within ten (10)
days after the Effective Date, Seller shall deliver to Buyer copies
of the following items to the extent within Seller’s
possession (collectively, the “Due Diligence
Materials”):






 




■

Operating
financials for YTD and two preceding years; 12-month operating
budget








■

Existing Survey,
Environmental, Zoning and Title Reports and Policies








■

Water, Sewer,
Trash, Gas, Electric, Property Tax, Ins, Repair & Maintenance
Bills for the last 2-3 years








■

City, County and
State Permits and Licenses








■

Signed lease
agreements and signed rules & regulations for each
tenant








■

A list of all
Park-Owned Homes (if applicable), including Year, Make, Model,
Size, Serial Number, VIN and Lot #








■

Certificates of
title for Park-Owned Homes (if applicable)








■

Copy of current
insurance policy and binder showing premiums and
coverages








■

Itemization of past
two year’s capital expenditures








■

Current rent roll
including home site number, name of resident, move-in date, monthly
rent, current balance, additional charges, prepaid rents,
delinquencies, security deposits, and brief history of resident as
available








■

List of
employees/vendors with compensation








■

2-3 years of
operating bank statements,








■

Intentionally
deleted








■

Any additional
information in Seller’s possession which would be helpful to
the Buyer in the inspection of the Property.








■

Utilities and what
they are made of (what are water/sewer lines made of? What is
amperage of electric, etc.)








■

Who pays utilities
and how is it metered? Water, sewer, gas, electric, trash, cable,
landscaping, etc.








■

List of park
problems (infrastructure, tenant, operational, etc.)






 




2.

Prior to Closing,
at Buyer’s request from time to time, Seller shall provide to
Buyer a current rent roll and list of all delinquent Tenants within
three (3) days after receipt of Buyer’s request.






 




3.

If Seller desires
to retain and not convey any Personal Property (“Excluded Property”),
Seller shall deliver to Buyer a list of any such Excluded Property
within five (5) days after the Effective Date. If Seller fails to
deliver a list of Excluded Property within such five (5) day
period, then Seller shall be deemed to have waived its right to
exclude any Personal Property from the sale and conveyance of the
Property, and all Personal Property owned by Seller shall be
included in the sale and conveyance of the Property.






 




4.

Intentionally
deleted






 




5.

Buyer shall have
the right to extend the Closing Date one (1) time for an additional
period of Fifteen (15) days if Buyer delivers written notice to
Seller of such extension prior to the Closing Date and by
depositing additional Earnest Money in the amount of $15,000 with
Holder. Such additional amount shall be added to and deemed part of
the Earnest Money for all purposes under this
Agreement.






 




6.

The Purchase Price
shall be allocated on the Closing Statement as follows: Seventy
percent (70%) to the Real Property and twenty percent (20%) to
Personal Property and 10% to Goodwill.






 




7.

Intentionally
deleted.






 




	


Buyer(s) Initials:


 

	


Seller(s) Initials:


	
 

	
 







 

12








 






 



EXHIBIT C


 



LIST OF PARK-OWNED HOMES


 


[TO BE
ATTACHED]


 


 




	


Buyer(s) Initials:


 

	


Seller(s) Initials:


	
 

	
 







 

13