August 15, 2023

Mr. Simon Butler

Mr. Biria St. John
Mr. John McLaughlin
CBRE, Inc.
33 Arch Street, 28th Floor
Boston, MA 02110

RE: Plymouth Harbor Residences, Hedge Road-Sandri Dr. Plymouth MA

Dear Simon, Biria & John:

I am delivering this letter of intent to outline the general terms of a purchase by Pine Tree
Holdings III LLC (“Buyer”) of Hedge Road-Sandri Drive site of Plymouth Harbor
Residences (the "Property") from the owner of the property (“Seller”). The general
business terms of this expression of interest are set forth below:

Property Description: The Property consists of the land and improvements

commonly known as Hedge Road-Sandri Drive 17.9
acres+- located at North Plymouth MA

Purchase Price: Buyer would pay an all cash total purchase price of
$3,125,000.00 for a 100% fee simple interest in the
Property. The purchase price, less customary prorations,
would be payable by wire transfer of funds on the day of
the closing of the purchase and sale of the Property. Buyer
will require Seller to deliver the Property free and clear of
all encumbrances and title exceptions except for matters
approved by Buyer.

Earnest Money: Upon execution of the Purchase and Sale Agreement,

Buyer shall deposit $50,000.00 in escrow as Earnest Money
with a title company approved and agreed to by both. This
deposit shall be refundable until the end of the Due
Diligence. At the conclusion of Due Diligence and upon
Buyer's election to move forward with the investment,
Buyer shall deposit an additional $ 250,000.00 as earnest
money, which together with the initial $50,000.00 deposit
shall be non-refundable and shall be credited against the
purchase price upon closing.

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Due Diligence: Buyer will require 90 days from the acceptance of this LOI
to complete its Due Diligence. The Due Diligence shall
include, but is not limited to a satisfactory review of: title
and Chapter 21E.

On or before the 80th th day, Buyer shall notify the Seller in

writing if it is not satisfied with its Due Diligence findings,
in which case the Earnest Money shall be returned to the
Buyer. Failure to provide notice will be deemed a waiver
of Due Diligence and Buyer shall proceed to closing and
deposits shall then be non-refundable.

Closing: Buyer intends to close within 30 days from satisfactory

conclusion of Due Diligence.

General Terms and

Conditions: This letter of interest is not a binding purchase offer and
does not create (and shall not be construed as creating) any
obligation on Buyer’s part. Buyer shall have no obligation
with respect to the matters set forth in this letter of interest
until such time as Buyer has entered into a definitive
written purchase and sale agreement with terms acceptable
to bother Seller and Buyer in the sole and absolute
discretion of each.

Closing Costs and

Prorations: The Seller has retained CBRE, Inc. (Broker) as the Seller’s
broker, and Seller shall pay any and all fees or
commissions due to Broker. Buyer and Seller represent
that they have not utilized any other broker in connection
with this transaction. Buyer and Seller shall indemnify and
hold each other harmless from any claims arising there
from.

Buyer will pay for costs incurred in performing Buyer's due

diligence, survey, title insurance to be issued by the Title
Company and for Buyer's legal counsel. Seller will be
responsible for all other closing costs including, but not
limited to, closing fees charged by the Title Company to
conduct the Closing, Seller's legal fees, any transfer taxes

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 or fees, mortgage recording fees, and other customary
prorations.

Confidentiality and Exclusive

Negotiations: Seller agrees to keep the terms described in this letter of
interest confidential. Upon signing this letter, Seller agrees
to negotiate exclusively with Buyer for the purchase and
sale of the Property and to refrain from discussions with
other investors regarding the sale of the Property or from
otherwise marketing the Property until 15 days from the
date Seller executes this letter.

Seller's Response: The terms of this letter of interest will expire unless
accepted by Seller by September 1, 2023. Acceptance will
be considered effective if received by facsimile or email.

If these general terms and conditions for the purchase of the Property meet with your
approval, please sign this letter and return it to me at your earliest convenience.

Sincerely,

Margaret E. Sheehan Esq. (signed electronically)

8/15/2023

ACCEPTED AND AGREED:

By:

Date:

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