Exhibit 10.2

June 19, 2017

Mr. Jason S. Weissman

Boston Realty Advisors

745 Boylston Street

Boston, MA

Dear Mr. Weissman:

We have reviewed your offering memorandum and toured the Property.  We have completed our due diligence and are prepared to acquire the Property with the following terms:

PHONE #: 617-783-0039             39 Brighton Avenue, Boston, MA  02134                   FAX #: 617-783-0568

New England Realty Associates is a publically traded company controlled by Harold Brown.  We need to provide audited financials for an 8 k filing after our acquisition. As such, we will need access to the actual financial statements on/or after the closing for our own auditors to be able to provide adequate disclosure.  Our closing on this transaction is not dependent upon their findings, however, we will need cooperation during that period.

Sincerely,

Carl A. Valeri

President & COO

Upon acceptance of the offer, Seller and Purchaser agree as follows:

1)            The Property shall be in substantially the same condition on the Closing Date as it is on the date of this Offer but otherwise the Property is being sold in its “as-is” condition.

2)           The parties agree to execute and deliver commercially reasonable conveyance and authority documents at Closing which shall include a deed signed by seller, an assignment of leases and rents signed by both parties, a bill of sale signed by seller, and a trustee’s certificate signed by the Seller.  Purchaser hereby agrees that as of the date hereof, Purchaser has reviewed the title to the Property and  agrees that the current title is good, clear and marketable, except for the pending Injunction (as defined below).

The Closing shall occur upon the earlier of: (1) July 6, 2017, so long as no interlocutory appeal is filed on or before June 30, 2017, which is the expiration of the appeal period regarding the denial of the application for preliminary injunction (the “Injunction”) in Jeanne Maurer, Plaintiff v. Michael F. Iodice, Trustee of M.J. Realty Trust II, Chatham Investment Trust of Newton, and Chatham Investment Trust of Newton II, Defendant, Superior Court Department of the Trial Court, Civil Action Number 1781CV00991; or (2) in the event of an interlocutory appeal of the denial of the Injunction is filed, then the closing would occur on the first business day after the final order of the appellate court dismissing the interlocutory appeal, or affirming the denial of that application.

The above shall not modify nor alter the extension periods as provided in the Termination Section on page 1 of this Agreement, which Section remains in full force and effect.

In any event, regardless of any interlocutory appeal of the denial of the Injunction, the issuance of a commitment for an Owner’s title insurance policy by a national title insurance company, with no exception for the appeal, or with an exception for the appeal and affirmative coverage over the appeal, including defense costs, shall be deemed to satisfy the title requirements of this agreement, and the Closing would occur on the first business day after issuance of such commitment.

3)            The parties agree to adjust costs and prorations at Closing as follows:

A.  Purchaser Costs .  Purchaser shall pay the following: (i) the fees and disbursements of its counsel, inspecting architect and engineer, if any; (ii) any escrow fees; (iii) any sales or use taxes relating to the transfer of any personal property to Purchaser; (iv) the cost of the issuance of any policy of title insurance issued in connection with this transaction; (v) the cost of any update to the copy of the survey provided by Seller to Purchaser; (vi) any recording fees relating to the deed to be delivered by Seller hereunder and Purchaser’s other closing documents and Purchaser’s lender’s documents; and (vii) any other expense(s) incurred by Purchaser or its representative(s) in closing this transaction.

B.  Seller Costs .  Seller shall pay the following costs of closing this transaction: (i) the fees and disbursements of its counsel; (ii) the cost of any deed excise stamp taxes; (iii) any recording fees relating to the documents to be recorded by Seller in order to clear title in the manner described by this Offer; and (iv) the broker’s fee to the extent any such fee is payable pursuant to the separate agreement.

C.  Adjustments .

(i)  Collected rents and any other amounts paid by tenants applicable to the month in which the Closing occurs, or which have been prepaid by tenants at the Property.

(ii)  Purchaser shall receive a credit against the Purchase Price for any cash security and other deposits paid by tenants.

(iii)  Operating expenses (excluding management fees and insurance) shall be adjusted as of the Closing Date.  There will be no prorations for payroll or debt service.

(iv)  Real estate taxes, personal property taxes, special assessments (and installments thereof) and other governmental taxes and charges relating to the Property shall be adjusted as of the Closing Date.

(v)  Utilities paid by Seller, including electricity, water and gas, shall be read on or as close as possible before the Closing Date and paid by Seller at or prior to Closing.

(vi)  If any of the aforesaid prorations cannot be calculated accurately as of the Closing Date, then they shall be adjusted/estimated in accordance with standard conveyancing practice and accurately calculated as soon after the Closing Date as feasible.  All prorations shall be made on a 365-day calendar year basis, using actual number of days in the month.

4)            In the event that Seller fails to perform its obligations at Closing, Buyer has the right to terminate this offer and the Deposit shall be returned to the Buyer, or Buyer may seek specific performance of the transactions contemplated by this Offer.

5)            Seller and Buyer warrant that they have not worked with any brokers on this transaction other than Boston Realty Advisors (the “Broker”).  Upon the closing of this transaction, the recording of the deed and the payment of the full purchase price, the Seller will be responsible for paying a brokerage fee to the Broker pursuant to a separate agreement.

6)            From the date of the execution of this Offer through the Closing Date the Seller will remove the Property from the market and will not have, or enter into, any discussions or negotiations with any party other than the Buyer in connection with the sale of the Property, and will not enter into, or entertain, any backup offers for the sale of the Property.

7)            This offer will be held in strict confidence and not shared with any third parties including other buyers, developers, investors or brokers.

Acknowledged and agreed to by Seller and Buyer below:

SELLER:

M.J. Realty Trust II

Exhibit 10.3

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Assignment ”) is executed as of  this      day of July, 2017, by and between Michael F. Iodice, Jr., Trustee of the M.J. Realty Trust II u/d/t dated November 14, 1980 and recorded with the Middlesex South District Registry of Deeds in Book 15893, Page 382, and filed with said Middlesex Registry District of the Land Court as Document No. 604171, as amended (“ Assignor ”) and Woodland Park Partners, LLC , a Delaware limited liability company (“ Assignee ”).

Background

Assignor has this day conveyed to the Assignee that certain real property commonly known as the Woodland Park Apartments, located at 264-290 Grove Street, Newton, Middlesex County, Massachusetts, and more particularly described in Exhibit A attached hereto (the “ Premises ”) and, in connection with the conveyance of the Premises, Assignor and Assignee intend that Assignor’s right, title, interests, powers, and privileges in and under all leases and security deposits affecting the Premises and other matters stated herein be assigned and transferred to Assignee.

Agreement

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       Leases .  Assignor hereby transfers and assigns to Assignee all of Assignor’s right, title and interest as landlord or otherwise in the leases with the tenant covering the Premises described in Exhibit B attached hereto and made a part hereof and any guaranties of such leases (each a “ Lease ” and collectively, the “ Leases ”).  By executing this Assignment, Assignee hereby accepts and agrees to perform all of the terms, covenants and conditions of the Leases, and assumes all obligations, on the part of the landlord therein required to be performed, from and after the date hereof, but not prior thereto. Assignor also hereby transfers and assigns to Assignee all security deposits and interest accrued thereon through the date hereof, held by the Assignor relative to the Leases, as set forth in said Exhibit B attached hereto (the “ Security Deposits ”).  Assignor hereby reserves the right to collect and retain delinquent and unknown rentals under the Lease relating to the period prior to the date hereof.

2.                                       Contracts . Assignor hereby transfers and assigns to Assignee any and all right, title and interest which Assignor may have in the contracts listed in Exhibit C attached hereto and made a part hereof (collectively, the “ Contracts ”).  By executing this Assignment, Assignee hereby accepts and agrees to perform all of the terms, covenants and conditions of the Contracts, and assumes all obligations, on the part of Assignor therein required to be performed, from and after the date hereof, but not prior thereto.

3.                                       Successors and Assigns .  This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

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IN WITNESS WHEREOF , this Assignment has been duly signed and sealed by the parties as of the date set forth above.

All of the boundaries of said registered land are determined by the Court to be located as shown on a subdivision plan, as approved by the Court, filed in the Land Registration Office, a copy of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 284, Page 353, with Certificate 42458, on which this parcel is shown as Lot A.

Excepting from the above described premises, so much of the land as was conveyed to the City Newton for the widening of Grove Street by Deed dated July 8, 1965, recorded with said Registry in Book 10970, Page 483, and filed with said Registry District as Document No. 421055, shown on the plan recorded therewith as Plan No. 871 of 1965.

Together with rights of way in the ‘Way” in Seminary Avenue and set forth in Certificate of Title No. 31936.

EXHIBIT B

Leases and Security Deposits

EXHIBIT C

Assigned Contracts

1. Agreement with The Electricians & Co, Inc. (Fire Alarm System)

2. Lease Agreement dated November 1, 1974 with Automatic Laundry Services Co., Inc. (Laundry Services)

Exhibit 10.4

PROMISSORY NOTE

FOR VALUE RECEIVED, NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP , a Massachusetts limited partnership with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“ Maker ”), hereby covenants and promises to pay to HBC HOLDINGS, LLC , a Massachusetts limited liability company with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“ Payee ”), or order, at Payee’s address first above written or at such other address as Payee may designate in writing, $16,000,000.00, or so much as is outstanding on the Maturity Date (as hereinafter defined) lawful money of the United States of America, together with interest thereon computed at the rate of 4.75% percent per annum, on an actual day/360 day basis (i.e., interest for each day during which any of the principal indebtedness is outstanding shall be computed at the aforesaid rate divided by 360).  The Maker shall pay interest only during the term of this Note.  Interest shall accrue until the earlier of repayment of the loan or before July 6, 2018 (the “Maturity Date”). Notwithstanding the foregoing, all outstanding principal and interest shall be due and payable to the Payee on the earlier of (i) the date on which Woodland Park Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Maker, enters into a mortgage lender financing of that certain real property and improvements thereon located at 246-290 Grove Street, Newton, Massachusetts; or (ii) the Maturity Date.

Maker covenants and agrees with Payee as follows:

1. Maker will pay the indebtedness evidenced by this Note as provided herein.

2. This Note is secured by a Pledge Agreement of even date herewith (the “Pledge Agreement”), which Pledge Agreement encumbers certain interests of the Maker, as more particularly described in the Pledge Agreement.

3. The obligations of Maker under this Note are subject to the limitation that payments of interest shall not be required to the extent that the charging of or the receipt of any such payment by the holder of this Note would be contrary to the provisions of law applicable to the holder of this Note limiting the maximum rate of interest which may be charged or collected by the holder of this Note.  In the event Maker receives a demand for payment from the holder of this Note that includes interest in excess of the maximum amount permitted by law, any such excess shall be deemed a mistake, and if such excess payment is received by the holder of this Note, such excess payment shall be applied to the outstanding principal balance of this Note.

4. The holder of this Note may declare the entire unpaid amount of principal and interest under this Note to be immediately due and payable if Maker defaults in the due and punctual payment of any installment of principal or interest hereunder. Upon default or maturity,

Payee will provide a ten (10) day notice stating that the Mortgage and this Note are in default and is thus immediately accelerated.

5. Maker shall have the right to prepay the indebtedness evidenced by this Note, in whole or in part, without premium or penalty.

6. Maker, and all guarantors, endorsers and sureties of this Note, hereby waive presentment for payment, demand, protest, notice of protest, notice of nonpayment, and notice of dishonor of this Note. Maker and all guarantors, endorsers and sureties consent that Payee at any time may extend the time of payment of all or any part of the indebtedness secured hereby, or may grant any other indulgences.

7. Any notice or demand required or permitted to be made or given hereunder shall be deemed sufficiently made and given if given by personal service or by Federal Express courier or by the mailing of such notice or demand by certified or registered mail, return receipt requested, with postage prepaid, addressed, if to Maker, at Maker’s address first above written, or if to Payee, at Payee’s address first above written. Either party may change its address by like notice to the other party.

8. This Note may not be changed or terminated orally, but only by an agreement signed by the party against whom enforcement of any change, modification, waiver, or discharge is sought. This Note shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

<Signature Page Attached>

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IN WITNESS WHEREOF, Maker has executed this Note on the date first above written.

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Exhibit 10.5

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made as of July 6, 2017 by and between New England Realty Associates Limited Partnership, a Massachusetts limited partnership (“Pledgor”), and HBC Holdings, LLC, a Massachusetts limited liability company (“Pledgee”).

WHEREAS, Pledgor is the owner of 100% of the limited liability company interests (the “Pledged Interest”) in Woodland Park Partners, LLC, a Delaware limited liability company (the “Company”);

WHEREAS, Pledgor has entered into and accepted a loan (the “Loan”) from Pledgee in the amount of up to $16,000,000.00 , which Loan is evidenced by a promissory note of even date herewith (the “Note”); and

WHEREAS, as collateral security for the payment of the Note, Pledgor desires to assign certain payments and the Pledged Interest to Pledgee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Pledgee agree as follows:

1.                                       Pledge .

(a)                                  Pledgor hereby assigns to Pledgee as partial payments under the Note all periodic payments/distributions that Pledgor receives from the Company as the sole Member of the Company (the “Periodic Distributions”).  The Periodic Distributions shall be delivered to Pledgee by the Company and applied to the outstanding balance of the Note.

(b)                                  Pledgor hereby pledges, assigns and grants a security interest to Pledgee of 100% of the Pledged Interest as security for the full and faithful performance of all of the Obligations (as defined below).

(c)                                   Upon the occurrence of an Event of Default (as defined below), Pledgee shall have the rights and remedies provided under the Uniform Commercial Code in force in the Commonwealth of Massachusetts as of the date of this Pledge Agreement and, in connection therewith, Pledgee may, upon no less than ten (10) days’ written notice to Pledgor, sent by certified mail, return receipt requested, with all fees prepaid, sell any of the Pledged Interest in a commercially reasonable manner and for such price as Pledgee may determine in a commercially reasonable manner, subject to applicable law at a commercially reasonable public sale.  Pledgee shall be free to purchase all or any part of the Pledged Interest in Pledgee’s sole discretion.  To the extent of available sale proceeds, Pledgee may retain an amount equal to that owed to Pledgee by Pledgor pursuant to this Pledge Agreement, and any and all other instruments evidencing and securing the Obligations, plus the reasonable expenses of the sale, and shall promptly pay any balance of the sale proceeds, if any, to Pledgor.

(d)                                  Expenses of enforcing Pledgee’s rights hereunder including, but not limited to, preparation for sale, selling or the like and Pledgee’s reasonable attorneys’ fees and other expenses, shall be payable by Pledgor and shall be secured hereby.

(e)                                   All of the agreements, obligations, undertakings, representations and warranties herein made by Pledgor shall inure to the benefit of Pledgee and its respective successors and assigns, and shall bind Pledgor and his successors and assigns.

(f)                                    Pledgor agrees to execute any other instrument that Pledgee may deem necessary  or desirable to effectuate the purposes of this Pledge Agreement, in Pledgee’s reasonable discretion, including, without limitation, UCC financing and continuation statements.

2.                                       Obligations .  The Pledge hereby granted shall secure the following:

(a)                                  All Payments due under the Note;

(b)                                  the full and faithful performance, observance, fulfillment and compliance with all agreements, obligations and representations of Pledgor to the Pledgee, whether now existing or hereafter arising under this Agreement; and

(c)                                   all costs, expenses, losses, claims, damages, liabilities, penalties, suits, judgments or disbursements of any nature (including without limitation attorneys’ fees and disbursements) which may be incurred by, imposed on or asserted against Pledgee in connection with the exercise of any of Pledgee’s rights or remedies with respect to the Pledged Interest under this Pledge Agreement, or in connection with any enforcement, collection or other proceedings or any negotiations or other measure to pursue, interpret, enforce or exercise Pledgee’s rights or remedies hereunder.

The obligations set forth in this Section 2 are collectively referred to herein as the “Obligations.”

3.                                       Events of Default.    For purposes of this Pledge Agreement, the term “Event of Default” shall mean any of the following events or conditions:

(a)                                  Pledgor fails to pay the Note or to perform or observe any provision of this Agreement and such default is not remedied within ten (10) days after written notice of such default given to Pledgor by Pledgee.

4.                                       Waivers .    Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the rights of Pledgee hereunder of in connection with any of the Obligations or the Pledged Interest; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to Pledgor or to any account debtor in respect of any account receivable or the substitution, release  or surrender of any portion of the Pledged Interest, the addition or release of persons primarily or secondarily liable on any Obligation or on any account receivable or other pledged interest, the acceptance of

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partial payments on any Obligation or on any account receivable or other pledged interest and/or the settlement or compromise thereof.  No delay or omission on the part of Pledgee in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder.  Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion.  Pledgor further waives any right he may have to notice (other than any requirement of notice provided herein) prior to the exercise of any right or remedy provided by this Pledge Agreement to Pledgee and waives his rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing.  Pledgor’s waivers under this Section have been made voluntarily, intelligently knowingly and after Pledgor has been apprised and counseled by his attorneys as to the nature thereof and its possible alternative rights.

5.                                       Termination of Agreement .                                              This Pledge Agreement and the Pledge created herein shall terminate when the Loan has been paid and finally discharged in full.  No waiver by Pledgee or by any other holder of Obligations of any default shall be effective unless in writing, nor shall such waiver operate as a waiver of any other default or of the same default on a future occasion in the event of a sale or assignment by Pledgee of all or any of the Obligations held by Pledgee.

6.                                       Transfer/Assignment .                             Pledgor agrees that until this Pledge Agreement terminates, it shall not, without the express prior written consent of Pledgee, transfer, sell, pledge, exchange, or assign the Pledged Interest or any part thereof or interest therein or enter into any agreement for the transfer, sale, pledge or assignment of the Pledged Interest, or permit or suffer any other liens on the Pledged Interest, whether or not junior to the lien created hereby, to be created or to exist with respect to the Pledged Interest.

7.                                       Notices .   Except as otherwise provided herein, notice to Pledgor or to Pledgee shall be in writing and deemed to have been sufficiently given or served for all purposes hereof if delivered in hand by constable or other objective third party or mailed by first class certified or registered mail, return receipt requested, postage prepaid, at the respective addresses set forth in the opening paragraph hereof, or at such other address as the party to whom such notice is directed may have designated by like notice in writing to the other parties hereto.  A notice shall be deemed to have been given when delivered in hand or if mailed, on the earlier of (i) three (3) days after the date on which it is deposited in the mails, or (ii) the date on which it is received.

8.                                       Miscellaneous .  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and the term “Pledgee” shall be deemed to include any other holder or holders of any of the Obligations.  In case a court of competent jurisdiction shall hold any provision in this Pledge Agreement to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.

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9.                                       Governing Law; Jurisdiction .  This Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.  Pledgor, to the extent that it may lawfully do so, hereby consents to the jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or with respect to the financing contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts.  Pledgor further agrees, to the extent that it may lawfully do so, that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it or him at the address provided in Section 9 of this Pledge Agreement or as otherwise provided under the laws of the Commonwealth of Massachusetts.

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IN WITNESS WHEREOF, the undersigned have executed this Pledge Agreement as of the date first set forth above.

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