Lot # : 1 - 333 School Street, Unit 302, Pawtucket, RI

TERMS OF SALE AGREEMENT Sale by Public Auction REAL PROPERTY, COMMERCIAL CONDOMINIUMS 333 School Street, Pawtucket, RI Unit 302 & Unit 306 Online Auction, July 16-July 17 PROPERTY BEING SOLD: Real property located at 333 School Street, Unit 302 Pawtucket, Rhode Island (Plat 71, Lot 0433)&333 School Street Unit 306, Pawtucket, Rhode Island (Plat 71, Lot 0436) together with any and allbuildings and improvements situated thereon (collectively, the "Property"). Properties to be sold separately. Notice: All persons, bidders, interested parties, registered bidders or persons intending to bid orpurchase the Property at this auction sale agree that they have read and have full knowledge andunderstanding of these terms and agree to be bound by these terms. The Property is being sold"AS-IS", "WHERE-AS" and "WITH ALL FAULTS" and as more particularly set forth in thisTerms of Sale Agreement (the "Agreement"). All persons attend this sale at their own risk. Theterm "Auctioneer" shall mean SJ Corio Company together with its officers, directors, employees,agents and assigns. The term Seller (as hereinafter defined) means the Seller together withits officers, directors, employees, agents, shareholders, partners, members or affiliates andassigns. The term "Purchaser" means any bidder, registered person, company or business whoexecutes this Agreement. 1) IDENTIFICATION OF BIDDER: All bidders must register and obtain a bidder's number. Each bidder is required to give full name and address together with any other reasonable information requested by the Seller and/or the Auctioneer and shall be required tocomplete and sign this Agreement without the provision of a purchase price prior to bidding soas to certify that the bidder has read, understands and accepts the terms of sale herein. 2) DEPOSIT: Each purchaser or bidder will be required to make a deposit in cash, check(bank certified) or wire transfer in the amount of FiveThousand ($5,000) Dollars (the"Deposit"). Any bidder(s) who declines to give the Deposit at the time of registration will not beallowed to bid whatsoever in connection with the Property on the date hereof. Deposits must be delivered to the Auctioneer in order to be able to bid. 3) PURCHASE PRICE, TIME OF PAYMENT AND SETTLEMENT, BUYER'S PREMIUM: Purchaser agrees to pay $______________ for the Property (to be filled in atthe conclusion of the auction) in addition to the 10% Buyer's Premium (as hereinafter defined) andany other costs set forth in this Agreement or the Addendum (as hereinafter defined). Theclosing of the purchase and sale of the Property shall occur at 10:00 a.m. (EST) on the datewhich is thirty five (35) calendar days after the conclusion of bidding (the "Closing"). The Closing will be held at the offices of _____________________ (the "Seller"), or at suchother time and location as designated by the Seller in his sole discretion. All paymentsowed by the Purchaser to the Seller at the Closing shall be paid by either cash or wiretransfer. In addition to the Purchase Price, the Purchaser shall also pay to the Seller at theClosing an amount equal to ten percent (10%) of the Purchase Price (the "Buyer's Premium"). For the avoidance of doubt, the Buyer's Premium: shall be due at the Closing; is a paymentabove and beyond the Purchase Price; and is not included in the Purchase Price. TheAuctioneer has not taken possession of the Property being offered at auction and is acting as anagent of the Seller only. The Purchaser hereby represents and warrants that the sale is madewithout conditions of or provisions for financing. 4) CONDITION/REPRESENTATION OF PROPERTY SOLD: Neither the Auctioneer nor the Seller shall be responsible for the accuracy or correctness of the description of anyparticular document presented to potential bidders at the auction sale, including, but notlimited to, description of the Property. The Property is sold strictly "AS IS", "WHERE IS"AND WITH ALL FAULTS AND DEFECTS WHETHER KNOWN OR UNKNOWN and without any recourse whatsoever against the Seller, the Auctioneer or any other third party.No claims may made by any purchaser that relate to the fitness, use or condition of theProperty, or for any damages whether consequential or otherwise which arise therefrom. Byexecution of this Agreement, the Purchaser hereby express acknowledges and confirms theterms of this Section 4 together with all other terms contained in this Agreement. TheProperty shall be conveyed subject to any and all encumbrances, easements, records,documents, orders and agreements of record including, without limitation. Neither the Auctioneer nor the Seller makes anyrepresentations or warranties whatsoever with regard to the real or personal property, thecondition, usability, fitness for a particular purpose, merchantability, compliance with legalpromulgations, approvals, tests, environmental condition or lack thereof, or any other aspectthereof, and the Purchaser acknowledges and agrees that it will take the said property subjectto al defects and faults whether known or unknown. All voluntary monetary liens recordedagainst the Property shall be discharged at the Closing by the Seller or pursuant to localconveyancing practices. 5) METHOD OF PAYMENT: All balances due under this Agreement, including, without limitation, the Deposit, the balance of the Purchase Price and the Buyer's Premiumshall be paid within the time set forth in this Agreement and made payable to the order of the Seller via cash, certified bank check or wire transfer. 6) INDEMNIFICATION: The undersigned agrees to hold the Auctioneer and the Seller, and their respective employees, agents, officers, directors, shareholders, partners,members, affiliates, lenders, successors and assigns, harmless from and against any and allliabilities, claims, litigation, fines, penalties, fees, damages, or actions relating to or arising fromthe purchase of the Property or in connection with the use of the Property, or from the failure ofthe Purchaser or user to conform to or follow instructions, warnings, operating or otherrecommendations of a manufacturer, or failure to comply with state, federal or local law(s)applicable to such articles, lots or items, or from any damages whether consequential orotherwise, and any and all costs or legal expenses arising from any liability, claim or action. 7) RESPONSIBILITY OF NON- DELIVERY: The Auctioneer and the Seller shall not be responsible to any party for non-delivery. 8) RISK ASSUMED BY PERSONS, BIDDERS AND PURCHASERS: All persons whether purchasers, attendees, or interested parties attending the sale assume all risks ofdamage or loss to person and property and release the Auctioneer and the Seller from anyand all liability therefor. The Auctioneer and the Seller shall not be liable for any defect inor condition of the premises upon which the auction is held. All persons attending this sale doso at their own risk and hereby release the Auctioneer and the Seller from any and all claimsarising from attendance at this auction and hereby hold harmless the Auctioneer and theSeller from all damages, costs, expenses and claims arising from any action or cause ofaction arising from this sale. 9) ADDITION TO/WITHDRAWAL FROM SALE: The Auctioneer reserves the right to add or withdraw items, articles or lots from the sale whether listed or not, and reserves the rightto group, split, combine or divide lots in to larger or smaller lots wherever the best interest of theSeller is served. The Seller intends to accept the highest and best bid (determined in thesole discretion of the Seller) for the Property and the Seller reserves the right to accept orreject, for any reason, any and all bids. 10) DISPUTE BETWEEN BIDDERS: The Auctioneer reserves the right to put up for resale or decide a winner should a dispute among bidders arise. The Auctioneer's decision shallbe deemed absolute and final and non-appealable under any circumstance. 11) ITEMS WITH RESERVE OR SOLD SUBJECT TO SELLER CONFIRMATION: The Auctioneer reserves the right to bid on the behalf of the Seller.The Auctioneer shall have the right to reject any and all bids without explanation. The Property shall be sold subject to confirmation and acceptance of the terms thereof by the Seller. 12) RECORDS/AGENCY: The record kept by the Auctioneer and/or the Seller or clerk shall be final in the event of dispute. The Auctioneer is acting as agent only and is in no wayresponsible for the actions or acts of its principle. 13) DEFAULT OF PAYMENT: Should the Purchaser default under any terms of this Agreement or the Addendum including, without limitation, for the failure to make timely payment (as required under this Agreement), the Seller shall be entitled to, in addition to all other remedies or law, retain the Deposit. Any portion of the Property, if sold in lots, notremoved within the fixed time allowed may be resold at a future sale whether public or privatewithout further notice. All expense, balances due, charges of resale, including reasonableattorneys' fees and expenses incurred by the Seller in pursuing claims against a defaultingpurchaser will be charges to and be the responsibility of the undersigned. 14) ADDITIONAL REAL ESTATE TERMS AND CONDITIONS. The additional real estate terms and conditions attached hereto are incorporated herein (the "Addendum") andconstitute an integral part of this Agreement, and the Purchaser hereby expressly agrees to suchterms set forth in the Addendum. To the extent the Addendum conflicts with the terms set forthin the body of this Agreement, the terms of the Addendum shall govern and control. 15) GOVERNING LAW. This Agreement shall be governed by the laws of the State of Rhode Island without regard to its conflict of law provisions. The Seller expressly reservesthe right to cancel and/or void the sale of the Property. 16) COUNTERPARTS. This Agreement may be executed in any number of counterparts.I have read the above terms and conditions and agree to be bound by these terms andconditions. Read, understood and agreed to by: If Individual Purchaser: ______________________________________ Print Name: ____________________________ Date: ________________________________ Bidder #: __________________________ If Company Purchaser: ______________________________________ By: ________________________________ Title: ________________________________ Address: __________________________ Date: ________________________________ Bidder #: __________________________ Accepted: _______________________________________ _____________________, as and only as Seller and not individually Dated: _______________________ ADDITIONAL REAL ESTATE TERMS AND CONDITIONS 1. THE CLOSING: The Closing is to be held at _______________________________, at the office of the Seller, or at such other time and place prior thereto as may be agreed to by the parties, (the "Closing Date").It is agreed and understood that TIME IS OF THE ESSENCE. The Purchaser's title attorney or such other attorney as the Purchaser shall designate shall serve as settlement agent at the Purchaser's sole expense. The settlement agent shallprovide the Seller with a copy of the proposed settlement statement at least forty-eight(48) hours before the Closing. At the same time the settlement agent shall provide theSeller with a copy of the municipal lien certificate(s) from the City of Pawtucket, RhodeIsland.The Purchaser shall be responsible for and shall pay on the Closing Date all documentarytransfer tax stamps in connection with the sale and conveyance of the Property to the Purchasertogether with any and all recording fees due and payable with respect to the Closing (whether ornot said charge is customarily borne by a seller of real property in the State of Rhode Island). 2. EXTENSION OF CLOSING: If the Seller shall be unable to give title to the Purchaser as set forth in theAgreement or this Addendum, or to make conveyance, or to deliver possession of theProperty or to receive approval of the sale of the Property to the Purchaser by the applicablecourt of competent jurisdiction, then the Seller, at the Seller's option, may usereasonable efforts to deliver possession as provided herein, or to make the Property conformto the provisions hereof, as the case may be, in which event the Closing hereunder shall be automatically extended for a period of sixty (60) calendar days. If the Seller does not elect to use reasonable efforts to deliver possession of the Property pursuant to the foregoingsentence, then the Agreement and this Addendum shall be void and of no force or effect,without recourse by or against any party, and the Deposit shall be refunded to the Purchaser.It is understood and agreed that the Seller shall not be under any obligation to attempt tocure by litigation or otherwise any defect which may be found to exist in the title to theProperty, or to remove any encumbrances upon the title to the Property not voluntarily placedthereon by the Seller subsequent to the date hereof, or to correct any violations ofsubdivision, plat, zoning, building, minimum housing standard regulations or other similarrestrictions or regulations. This paragraph is also not intended to apply to any damage to theProperty caused by fire or other casualty. The Purchaser may, however, with the Seller'sconsent, elect to waive any such defects and accept such title to the Property as the Selleris able to convey, without any warranty as to such conditions and without a reduction of thePurchase Price, and an acceptance of the Seller's deed by the Purchaser shall be deemedfull performance and discharge of all the obligations of the Seller under the Agreement and this Addendum. 3. ADJUSTMENTS: Fuels, water charges, and sewer use charges, if any, shall be apportioned as of the date ofdelivery of the Seller's deed as estimated on the basis of the best information available at thetime, and the net amounts thereof shall be added to or deducted from the Purchase Price, as thecase may be.Any assessments constituting a lien on the Property which are payable over a period ofmore than one (1) year shall be apportioned in such manner that the Seller shall payinstallments due during the appropriate calendar or municipal fiscal years prior to the year saidSeller's deed is delivered, the installment due in that year shall be apportioned in the samemanner as provided for taxes, and the Purchaser shall pay or assume the balance of suchassessment. The Purchaser hereby agrees to assume and pay when due all taxes and assessments which are allowed as a credit against the Purchase Price.Real Estate taxes, tangible property taxes, and fire district taxes assessed upon theProperty as of December 31 of the year immediately preceding the year in which the deliveryof the Seller's deed occurs, applicable to the following year, shall be apportioned, inaccordance with the manner such taxes are customarily prorated in the municipality where theProperty is located, in such a manner that the Seller shall pay, or, at the Seller's election,allow to the Purchaser as a credit against the Purchase Price, that portion thereof whichcorresponds to the portion of said year which has expired on the date of delivery of theSeller's deed, and the Purchaser shall pay or assume the balance. The Seller shall payor, at the Seller's election, allow to the Purchaser as a credit against the Purchase Price, allother taxes which are a lien upon the Property. In the event that at the time of delivery of saidSeller's deed the amount of such taxes shall not be definitely fixed and ascertainable, itshall, for the purposes of making such apportionment, be conclusively assumed that theamount of such taxes will be identical with those of the next prior assessment.The Seller shall be entitled, at the Seller's discretion, to use any portion or all ofthe Purchase Price to pay any of the foregoing or any other liens or encumbrances against theProperty that are the express responsibility of the Seller pursuant to the Agreement and thisAddendum. In the event that a portion or all of the Purchase Price is used to pay any of theforegoing, the settlement agent shall provide copies of receipts or other evidence of paymentsatisfactory to the Seller within forty-eight (48) hours of the recording of the Seller's deed. 4. SELLER'S TENDER OF CLOSING DOCUMENTS: On the Closing Date, the Seller shall tender to the Purchaser the Seller's deed and the tender of the deed to the Purchaser shall be deemed full performance and discharge of everyagreement and obligation of the Seller contained or expressed in the Agreement and thisAddendum. 5. INSURANCE: Due to the current status of the Property, the Property is not currently insured under any capacity. The risk of loss shall pass to the successful bidder upon acceptance of the deposit and, therefore, it is the successful bidder's obligation to procure fire and casualty insurance on the property effective as of the time of the acceptance of said deposit. In the event of loss or damage to the property by fire or other casualty between the time of sale and the tender of the deed, the successful bidder shall remain obligated to pay the full balance of the purchase price. 6. BROKERS AND AGENTS: The Purchaser agrees to indemnify the Seller against, and to hold the Seller harmless from, any and all cost, expense or liability based upon or related to a claim for abrokerage commission or finder's fees in connection with the transaction contemplated hereby tothe extent such liability shall be based upon arrangements or agreements made or claimed bythird parties to have been made by or on behalf of the Purchaser and not disclosed in thisAgreement. 7. NOTICES: All notices as required herein must be in writing. All notices shall be by certified mail or by personal delivery. Notice by certified mail will be effective upon sending. Noticeby personal delivery will be effective upon delivery to the other party. Notices to theSeller and the Purchaser must be addressed to the Seller at his principal place of business and to the Purchaser at the address that appears with the Purchaser's signature,unless written notice of a different address is provided. 8. PURCHASER REQUIRED TO COMPLY WITH ZONING: Purchasers of real estate in the State of Rhode Island are legally obligated to comply with all local real estate ordinances, including, but not limited to, ordinances on the number ofunrelated persons who may legally reside in a dwelling, as well as ordinances on the number ofdwelling units permitted under the local zoning ordinances. The Seller makes norepresentation or warranty of the current zoning compliance or status of the Property and thisAgreement is not conditioned in any way upon the zoning status of the Property. 9. RADON GAS: Radon gas has been determined to exist in the State of Rhode Island. The Purchaser acknowledges that the Seller has no obligation whatsoever to perform any tests for radon,and that such testing, if any, shall be solely at the Purchaser's expense. The Seller makes norepresentation whatsoever concerning the existence or absence of radon on the Property and thisAgreement is not conditioned in any way upon the presence or lack thereof. 10. LEAD POISONING DISCLOSURE: The Purchaser acknowledges that the Seller shall have no obligation whatsoever to perform any risk assessments or inspections for lead-based paint hazards within the Property.Any such inspections or risk assessments shall be done solely at the Purchaser's election andexpense. The Purchaser acknowledges that the Purchaser has been advised that the Seller hasno reports or information concerning lead-based hazards within the Property, and that theSeller makes no representations concerning the existence or absence of lead-based paintwithin the Property and this Agreement is not conditioned in any way upon the presence or lackthereof. 11. NO ENVIRONMENTAL CONDITION: The Purchaser expressly acknowledges and agrees that the conveyancecontemplated hereunder is not conditioned in any way whatsoever upon the Seller'sconducting or performing any cleanup or remedial action of any kind or nature with regard.to the Property, and the Purchaser agrees to accept the Property "AS IS,""WHERE IS," and"WITH ALL FAULTS," including but not limited to, all environmental conditionspreviously existing and now and hereinafter existing at, on or about the Property. ThisAgreement is not conditioned in any way upon the environmental status of the Property. 12. WETLANDS DISCLOSURE: All or part of the Property may have been previously determined by the Rhode Island Department of Environmental Management to be a coastal wetland, bay, fresh water wetland,pond, marsh, riverbank, swamp, as these terms are defined in the applicable section of theRhode Island General Laws. The parties hereto acknowledge that it shall be the Purchaser's soleresponsibility to conduct any independent examination to determine whether the Property is inan area determined to be a wetlands pursuant to such statutory provisions. This Agreement isnot conditioned in any way upon the wetland status of the Property. 13. RESTRICTIONS OR LEGISLATIVE/GOVERNMENTAL ACTION: The Purchaser is responsible for investigating whether there are any restrictions or legislative/governmental actions, present or proposed, which affect or would affect the use ofthe Property, and the Purchaser acknowledges that it has not relied on any advice or anyrepresentations by the Seller. This Agreement is not conditioned in any way upon the legal orgovernmental restrictions on the Property. 14. ACCURATE DISCLOSURE OF SELLING PRICE: The Purchaser and the Seller acknowledge that this Agreement accurately reflects the gross sales price as indicated above in the Agreement. The Purchaser and the Seller understand and agree that this information shall be disclosed to the Internal Revenue Service asrequired by applicable law. 15. PROHIBITION AGAINST RECORDING: The Agreement and this Addendum may not be recorded in the Records of Land Evidence of the municipality in which the Property are located. IN THE EVENT OF ANY RECORDING OF THE AGREEMENT AND THIS ADDENDUM, AT THE OPTION OF THE Seller, THE PURCHASER WILL CONCLUSIVELY BE DEEMED IN DEFAULT HEREUNDER ENTITLING THE Seller TO EXERCISE ALL RIGHTS AND REMEDIES HEREUNDER FOR THE PURCHASER'S DEFAULT. In addition, any third party may conclusively rely upon an affidavit executed and recorded by the Seller in saidLand Evidence records stating the Seller has elected to hold the Purchaser in default, asconclusively establishing that the Purchaser has no further right, title, or interest under theAgreement and this Addendum or to the Property, all of which will be deemed released andconveyed to the Seller. 16. NO PERSONAL LIABILITY: Notwithstanding anything herein to the contrary, the Seller's execution of theAgreement and this Addendum is solely in the Seller's capacity as Seller and shall notrender the Seller personally liable in any way whatsoever.