SEALED BID SALE GENERAL TERMS AND CONDITIONS OF SALE New Meadows Self-Storage Facility - 1800 Lilac Lane, Dover, NH Paul McInnis, LLC has been retained by The New Meadows, Inc. (the “Company”) to conduct a Sealed Bid Auction Sale of the Company’s Self-Storage Facility in Dover, NH (the “Property”), on the following terms and conditions: 1. BID OFFER FORMAT: Purchase offers (“Bid Offers”) from Qualified Offerors must be submitted as a completed and Buyer-executed Purchase and Sale Agreement (“Purchase Agreement”) in the form provided in the Property Information Package referred to in Section 5 hereof. The Bid Offer must be delivered to the address specified in Section 2 below on or before 2:00 p.m. EST on Wednesday, November 8, 2023, time being of the essence. ANY BID OFFER WHICH FAILS TO MEET THE ABOVE DEADLINE AND SUBMISSION REQUIREMENTS OR WHICH IS OTHERWISE NONCONFORMING WILL BE DEEMED NONRESPONSIVE/NON-CONFORMING AND, AT THE COMPANY’S DISCRETION, MAY NOT BE CONSIDERED. The Bid Offer shall set forth the Total Purchase Price that the Offeror commits to pay to purchase the Property subject to these Terms of Sale and the terms of the Purchase Agreement. 2. REQUIRED DEPOSIT: Bid Offers must include an Offer Deposit in the amount of Fifty Thousand Dollars ($50,000) via bank check payable to “Paul McInnis LLC Escrow.” Bid Offers and the Offer Deposit must be delivered to the attention of Attorney Daniel P. Luker at Preti Flaherty, 57 North Main Street, PO Box 1318, Concord, NH, 03302-1318 prior to 2:00 p.m. EST on Wednesday, November 8th, 2023. Offer Deposits will be placed in a non-interest escrow account, and Deposits of Offerors whose bid is not accepted will be promptly returned. The Successful Offeror’s Fifty Thousand Dollar ($50,000) Offer Deposit (i) shall not be refundable except as provided for in the Purchase Agreement, and (ii) must be supplemented with an additional non-refundable Deposit, within forty-eight (48) hours after notice of the Company’s acceptance of the Bid Offer, in the amount necessary to increase the Deposit to ten percent (10%) of the Total Purchase Price. The Deposit, as supplemented, will be applied to the Total Purchase Price at closing, or if the closing does not occur, as provided in the Purchase Agreement. 3. BUYER’S PREMIUM: A Ten Percent (10%) Buyer’s Premium will be added to the accepted Bid Offer to become the Total Purchase Price. In other words, the Bid Offer price plus 10% thereof will be the Total Purchase Price due from the Buyer at Closing, less the Deposit. 4. QUALIFIED OFFEROR: A Qualified Offeror shall be an Offeror who has (i) reviewed a Property Information Package, per Section 5 below, (ii) performed (or acknowledged the opportunity to perform) Offeror’s own independent due diligence, (iii) submitted a conforming Bid Offer and Deposit, and (iv) agreed to and provided to Paul McInnis, LLC a signed acknowledgment of these General Terms and Conditions of Sale. 5. PROPERTY INFORMATION PACKAGE: Qualified Offerors must obtain and review a detailed Property Information Package from Paul McInnis, LLC. 6. INSPECTIONS: Property inspections will be conducted only by appointment with Paul McInnis, LLC on Tuesday, October 24th and Tuesday, October 31st at the Property. 7. PROPERTY CONDITIONS: Except as expressly provided in the Purchase Agreement, the Property is being offered and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” Neither the Company, Paul McInnis, LLC, nor any of their respective agents, contractors, attorneys, officers, or directors (collectively, “Agents”) makes any representations or warranties with respect to the Property or any other warranty, express or implied. The Company, Paul McInnis, LLC and their Agents specifically disclaim any warranty, guaranty, or representation, oral or written, past or present, express or implied concerning the Property and any improvements thereon. Offerors are expected to undertake their own independent physical inspection of the Property, public records, and a thorough review of all pertinent documents prior to submitting a Bid Offer and to submit a Bid Offer based solely on their own independent investigations and findings, and not in reliance on any information provided by the Company, Paul McInnis, LLC, or their Agents. 8. FINANCING: Bid Offers must provide for a cash sale and not be contingent on financing of any kind. 9. TITLE / CLOSING: The Property will be conveyed subject to the rights of any and all tenants, tenancies, occupants, deed restrictions, easements, leases, and other reservations and exceptions, whether or not recorded. The sale of the Property must be closed per the terms of the Purchase Agreement on or before December 8th, 2023, time being the essence. 10. COMPANY DISCRETION WITH REGARD TO BID OFFERS: The Company shall have the right to accept, reject, counter, or solicit follow-up Bid Offers in the Company’s sole discretion. 11. NOTICE OF RIGHT OF FIRST REFUSAL: The sale of the Property is subject to an unrecorded Right of First Refusal (“ROFR”) held by Lilac Garden, LLC and/or its assigns (the “ROFR Holder”), a copy of which is included with the Purchase Agreement. Per the terms of the ROFR, the Company will deliver to the ROFR Holder, within twenty-four (24) hours of the Company’s acceptance of a Bid Offer, a copy of the fully executed Purchase Agreement. In the event that the ROFR Holder, within ten (10) days thereafter, replaces the Deposit and executes a substantially identical purchase agreement acceptable to the Company in accordance with the ROFR, the Bid Offeror’s Purchase Agreement shall be deemed terminated, and the Bid Offeror’s Deposit shall be refunded. 12. BREAK-UP FEE: In acknowledgment and consideration of the time and expense a Bid Offeror has invested in conducting its due diligence and formulating and submitting its successful Bid Offer subject to the ROFR, if the ROFR Holder timely exercises its rights under the ROFR, the Company will pay the terminated successful Bid Offeror an amount equal to one percent (1%) of the Total Purchase Price upon the closing of the sale of the Property to the ROFR Holder. 13. RESERVATION OF RIGHTS: The Company may, in its sole and absolute discretion: (i) withdraw the Property from sale, prior to the Company’s acceptance of any Bid Offer; (ii) accept or reject any or all Bid Offers; (iii) accept any offer to purchase the Property prior to the Bid Offer deadline of November 8, 2023; (iv) communicate with any Bid Offeror for clarification of such offer and/or verification of financial ability to close; (v) accept the Bid Offer that the Company deems to be in its best interest, and not necessarily the highest Bid Offer; and (vi) call for best and final Bid Offers after November 8, 2023. 14. ADDITIONAL TERMS: a. The Company and Paul McInnis, LLC reserve the right, in their sole and absolute discretion, to postpone or cancel the Sealed Bid Sale, in whole or in part; to amend, modify or add any terms and conditions to these General Terms and Conditions of Sale, with notice to all who have requested a Property Information Package, on or before the November 8th Sealed Bid Sale submission deadline. The Property may be withdrawn without notice. To the extent there is any conflict between the provisions of these General Terms and Conditions of Sale and the Purchase Agreement, the terms of the Purchase Agreement shall govern. Written announcements shall take precedence over prior printed information, provided, however, that the final executed Purchase Agreement will evidence all understandings and agreements between Buyer and Seller therein and be in all respects controlling. b. All prospective Bid Offerors are urged to carefully review all provisions of these General Terms and Conditions of Sale, including but not limited to those provisions regarding the absence of any representations or warranties whatsoever, the adequacy or completeness of the Property Information Package, or any other information provided herein or in the Property Information Package or any other information obtained from the Company or Paul McInnis, LLC. All Bid Offerors will be charged with full knowledge of all public documents available for inspection. c. All square footages, acreages, sizes, rental income tenant rolls, and expenses with respect to the Property are approximate only, are based on the limited information available to the Company, and should be verified independently by prospective Bid Offerors, with the understanding that no warranty of any sort, express or implied, is made by the Company or Paul McInnis, LLC with respect to any information concerning the Property. d. The Successful Bid Offeror shall not assign its right under the Purchase Agreement to any other party without the prior written consent of the Company. e. THESE GENERAL TERMS AND CONDITIONS OF SALE DO NOT CREATE ANY LEGAL OBLIGATIONS ON THE COMPANY OR PAUL MCINNIS, LLC. IF THE SALE FAILS TO COMPLY WITH ANY OF THESE GENERAL TERMS AND CONDITIONS OF SALE FOR ANY REASON, NEITHER THE COMPANY NOR PAUL MCINNIS, LLC SHALL HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER. THE SUCCESSFUL BID OFFEROR’S ONLY REMEDY WILL BE THE RETURN OF ANY DEPOSIT PAID BY SUCH BID OFFEROR. THESE GENERAL TERMS AND CONDTIONS OF SALE ARE BINDING UPON AND MUST BE COMPLIED WITH BY ANY PERSON OR ENTITY SUBMITTING A BID OFFER. f. Title with respect to the Property will be conveyed as provided in the Purchase Agreement. g. If a Bid Offeror defaults under the terms of its Bid Sale Offer or the Purchase Agreement, then the Company will declare such default, terminate the Bid Offer or Purchase Agreement, and retain the Deposit as liquidated damages (and not as a penalty) pursuant to the terms of the Purchase Agreement. AGREED TO BY BID OFFEROR BY ITS SIGNATURE BELOW, INTENDING TO BE BOUND HEREBY. ____________________________________________ _____________ Signature Date Print Name: ______________________________________