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Elizabeth A. Dunn
(Director Since: January 2012)

Ms. Dunn was an Assistant Attorney General with the State of New Hampshire,
Department of Justice, from December 2001 to September 2007. She was a Commissioner
of the New Hampshire Crime Victim’s Assistance Commission from May 2002 to 2011.
She was an Assistant County Attorney with the Office of the Rockingham County Attorney
in Brentwood, NH, from May 1999 to December 2001, and an Associate Attorney with the
law firm of Boutin & Associates from February 1998 to May 1999. Ms. Dunn previously
served as a member of the Board of Selectmen and the Zoning Board of Adjustment for the
Town of Windham, NH. She has been the Windham NH School District Moderator since
1993, Ms. Dunn holds a Juris Doctor degree from the University of New Hampshire Law
School and a Bachelor of Science degree in Education from Framingham State College.

H. Scott Flegal
(Director Since: N/A)

Attorney Flegal has practiced law in Nashua since 1985. He began his career at the law
firm of Sullivan & Gregg, P.A. He opened his own Jaw firm in 1994. By appointment of
the New Hampshire Supreme Court, Attorney Flegal served from 1991-2001 on the New
Hampshire Board of Bar Examiners, and served in 2007 as a member of the New
Hampshire Judicial Branch Dispute Resolution Committee. He is a past President of the
Nashua Bar Association. In the Nashua community, Attorney Flegal served as past
President of the Board of Directors of the Greater Nashua Mental Health Center, past
Board Chair of the Greater Nashua Chamber of Commerce, and was a founding director
and past president of Great American Downtown. He currently serves on the Board of
Directors of the Nashua Education Foundation and is Chair-elect at Home Health &
Hospice Care. Attorney Flegal earned a B.A. from Amherst College and a J.D. from

DePaul University College of Law in Chicago.

Deborah Novotny
(Director Since: May 2019)

Ms. Novotny has been a Commercial Lender and Senior Vice President of Enterprise Bank
in Nashua, NH, since June 2013. From April 2007 to June 2013, Ms. Novotny was a
Business Banker and Vice President for Peoples United Bank in Nashua, NH, and from
May 1995 to April 2007, Ms. Novotny was a Business Development and Sales Manager
and Vice President for TD Bank in Nashua, NH. Ms. Novotny has held many positions
with non-profit organizations over the years, including past President of the Nashua Rotary
Club, Board member and past President of the Nashua Boys & Girls Club, Board member
of the Nashua Education Foundation, member of the Allocation Committee of the United
Way of Greater Nashua, Board Member of Marguerite’s Place, member of the City of
Nashua Business & Industrial Development Authority, and past president of the Nashua
Adult Learning Center.

COPY — FOR INFORMATION ONLY

PENNICHUDK®

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Annual Meeting of Sole Shareholder - May 2, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE 0 OF DIRECTORS

The Sole Shareholder, the City of Nashua, New Hampshire, hereby appoints LARRY D. GOODHUE or
DONALD L. WARE, as proxies to represent and vote as designated hereon, all shares of common stock of
Pennichuck Corporation (the “Company”) which the Sole Shareholder would be entitled to vote if personally
present at the Annual Meeting of Sole Shareholder of the Compa e held at the ‘Company’s Distribution
Facility, 16 Daniel Webster Highway, Merrimack, NH, on Saturday, May. 02 ):00 a.m. The shares
represented by this proxy will be voted as directed byt the Sole Shareholder. "2 2.

The Board of Directors recommends a vote “FC

Proposal 1:

To elect James P. Dore, Elizabe
Pennichuck Corporation’
term, and until their

H. Scott Fleg

Deborah Novotny

Authorized Signatu

CITY OF NASHUA, NEW HAMPSHIRE (Sole Shareholder)

By: Date:

Name:

Title:

This Proxy Card is Valid Only When Signed and Dated

R-20-027

RESOLUTION

RELATIVE TO THE TRANSFER OF $200,000 FROM DEPARTMENT 192 “DEBT
SERVICE”, ACCOUNT 75200 “INTEREST EXPENSE” INTO FUND 6500 “PROPERTY
AND CASUALTY FUND”, ACCOUNT 68360 “LOSS PREVENTION”

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that $200,000 be
transferred from Department 192 “Debt Service”, Account 75200 “Interest Expense” into Fund

6500 “Property and Casualty Fund”, Account 68360 “Loss Prevention”.

LEGISLATIVE YEAR 2020
RESOLUTION: R-20-027
PURPOSE: Relative to the transfer of $200,000 from Department 192

“Debt Service”, Account 75200 “Interest Expense” into Fund
6500 “Property and Casualty Fund”, Account 68360 “Loss

Prevention”
SPONSORS): Mayor Jim Donchess
COMMITTEE
ASSIGNMENT:
FISCAL NOTE: Reduces fiscal year 2020 surplus appropriations.
ANALYSIS

This resolution authorizes a transfer from debt service interest expense in the amount of
$200,000 for the funding of supplies and personal protective equipment related to the
Coronavirus 2019 Pandemic (COVID-19).

Charter Sec. 53 permits the Board of Aldermen to transfer any unencumbered appropriation
balance or any portion from one department, fund or agency to another.

NRO 5-130, H provides that “when proposed legislation to transfer or re-appropriate a particular
appropriation or purpose thereof has had its first reading, such funds shall not be expended or
transferred while the legislation is pending”.

Approved as to account Financial Services Division
structure, numbers and

amount: By: /s/ John F. Griffin
Approved as to form: Office of Corporation Counsel

By: \2pur“teg Bar rlee
Date: AQus &, aD FO

R-20-028

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO A MASTER
DEVELOPMENT AGREEMENT WITH LANSING MELBOURNE GROUP, LLC.

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into a “Master Development Agreement” with Lansing Melbourne Group, LLC
regarding the sale and development of the “School Street Lot” for a housing project in
substantially the same form as the attached.

FURTHER RESOLVED by the Board of Aldermen of the City of Nashua that the
Mayor, with the assistance of the Office of Corporation Counsel, is authorized to prepare and
execute all necessary documents and take all necessary actions contemplated by the Master
Development Agreement or required to effectuate the same.

RESOLUTION:

PURPOSE:

ENDORSERS:

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020

R-20-028

Authorizing the City of Nashua to enter into a Master
Development Agreement with Lansing Melbourne Group,
LLC

Mayor Jim Donchess

Alderman-at-large Michael B. O’Brien, Sr.
Ajiderman-at-large David C. Teneza
Alderman Richard A. Dowd

This resolution approves the sale of the School Street parking lot
for $900,000. In addition, the City will contribute $100,000 during
the predevelopment for the design of public facilities and
infrastructure surrounding the project site in the form of
reimbursement for pre-approved design fees. Once construction is
completed additional terms include payment in lieu of parking
requirements and a High Street Garage lease.

ANALYSIS

This resolution authorizes the City of Nashua to enter into a “Maser Development Agreement”
with Lansing Melbourme Group, LLC regarding the sale and development of the School Street

Lot for a housing project.

Charter §77 provides that the Planning Board “shall review and make recommendations to the
mayor and board of aldermen on all locations for proposed municipal building and facilities,
mecluding educational, [and] on the purchase and sale of any land by the city.”

Approved as to account
structure, numbers and
amount:

Approved as to form:

Financial Services Division

By: /s/ John Griffin

Office of Corporation Counsel

By: /s/ Celia K. Leonard, Esq.
Date: April 8, 2020

TABLE OF CONTENTS

Page

ARTICLET. RECITALS 2
ARTICLE I. TERMS 3
ARTICLE Il. DEFAULTS 8
ARTICLE IV. MISCELLANEOUS 9
SCHEDULE OF EXHIBITS
EXHIBIT A Property Description
EXHIBIT B Development Plan

EXHIBIT C Board of Alderman Approving Resolution

MASTER DEVELOPMENT AGREEMENT
BY AND BETWEEN
LANSING MELBOURNE GROUP, LLC, a Florida limited liability company
AND

CITY OF NASHUA, NEW HAMPSHIRE

Effective Date:

This Master Development Agreement (this “Agreement’’) is made and entered
into as of May __, 2020, between LANSING MELBOURNE GROUP, LLC, a Florida
limited liability company (“Developer”), and the CITY OF NASHUA, NEW
HAMPSHIRE, a New Hampshire municipal corporation (“City”). Developer and City are
sometimes referred to in this Agreement collectively as the “Parties” and singularly as a
“Party”.

ARTICLE I: RECITALS

1.1 City is a duly organized New Hampshire municipal corporation acting
through its Board of Aldermen and Mayor, having its principal office located at Nashua
City Hall, 229 Main Street, Nashua, NH 03061.

1.2 Developer is a limited liability company having its principal United States
offices located at 2420 E. SUNRISE BLVD #90, FORT LAUDERDALE, FL 33304, is
experienced at developing real estate in New Hampshire and elsewhere, within the
public-private context and otherwise, and is authorized to do business in New Hampshire.

1.3 City strongly supports increased economic development fo provide
additional jobs for residents of Nashua and the region, to expand business within the City,
and to develop a healthy robust economy through the means of downtown redevelopment
and investment.

1.4 | The City released a request for proposals on January 12, 2017 (the “RFP”)
soliciting proposals from real estate developers for a housing project (the “Project”) on an
approximately 0.682-acre parcel of real property owned by the City and more particularly
described on Exhibit “A” attached and incorporated into this Agreement (the “Property”,
also referred to in the RFP as the “School Street Lot”), the vision of which RFP and
Project is to accommodate the growing housing needs of the City. The RFP is a matter of
public record.

1.5 Developer submitted its response to RFP on March 30, 2017 (the
Proposal”), and after being selected by the City has worked with the City to develop a
mutually agreeable Project concept.

1.6 Developer intends to develop the Project to comprise a 160,000 square
foot building comprising approximately 150 apartments and related improvements, all in
one single phase.

1.7 The Project is depicted more specifically on the “Project Design
Drawings” (defined below).

1.8 The City intends to sell and convey fee simple title to the Property to
Developer as set forth in Section 2.1 below.

1.9 The purpose of this Agreement is to facilitate the development and
construction of the Project in a way that results most effectively in the public benefits
intended for the City and the private benefits intended for the Developer. The
development and construction of the Project requires a major investment by the
Developer in facilities and on-site improvements, and substantial commitment of public
and private resources to achieve the benefits of the Project for Developer and City.

1.10 The general benefits to be received by City from the implementation of the
Project include, without limitation:

a) Realization and implementation of the “Development Plan” (defined
below and attached and incorporated into this Agreement as Exhibit “B”) for the School
Street Lot in downtown Nashua;

b) Establishment of integrated site plans, urban design elements including
uniform engineering, landscapes and architecture that contribute to the revitalization of
the School Street Lot and downtown Nashua; and

c) Provision of housing opportunities in downtown Nashua.

1.11 The general benefits to be received by Developer from the implementation
of the Project include without limitation, integration of site plans, urban design elements
land uses, architecture, site engineering, landscape architecture, and mitigation measures
over the Property;

1.12 In exchange for these benefits to City and Developer, City and Developer
desire to proceed with the Project in accordance with the terms and conditions contained
in this Agreement, subject to any amendments to this Agreement made in accordance
with this Agreement.

had

NOW, THEREFORE, based upon the terms and conditions set forth in this
Agreement and in consideration of the mutual promises and assurances provided in this
Agreement, City and Developer hereby agree that the Recitals as stated above are
incorporated herein and made a part of this Agreement and the following terms:

ARTICLE II: TERMS

2.1 Purchase of Property.

a) Purchase Price. Subject to the terms of this Agreement and the
satisfaction of the conditions precedent contained in this Agreement, the City will convey
the Property to Developer as the site of the Project and Developer will pay to City the
value of the Property as determined by the Board in the amount of Nine Hundred
Thousand Dollars ($900,000) (the “Purchase Price”), which reflects the per-unit cost of
$6,000 for each unit to be constructed in the Project multiplied by a total of one-hundred
and fifty (150) units. The Purchase Price shall be paid by Developer to City on the
“Closing Date”, as defined in the subparagraph 2.1(b) immediately below, by wire
delivery of funds through the Federal Reserve System to an account designated in writing

by City.

b) Closing. Provided that all the conditions precedent to closing by the
Parties are satisfied, City shall convey the Property to Developer and Developer shall
acquire the Property from City on or before the date on which Developer closes its
financing for the Project (the “Closing Date”). Developer shall diligently pursue obtaining
a commitment for such financing in a timely manner. Either party may extend the Closing
Date by an additional fourteen (14) days by written notice to the other party; provided,
however, no extension of the Closing Date will, without the mutual written agreement of
the parties, extend any other deadlines set forth in this Agreement or the documentation
to be entered into pursuant to this Agreement. Notwithstanding the foregoing or any prior
extensions of the Closing Date, the parties may mutually agree in writing to further
extend the Closing Date by an additional sixty (60) days (the “Deadline Closing Date”).
If, after the Deadline Closing Date, any of the conditions precedent to the Parties’
obligation to close is not fulfilled, then Developer or City may either (i) further extend
this Agreement or (ii) terminate this Agreement and neither party shall have any
obligation to the other under this Agreement except any for any obligations that expressly
survive the expiration or other termination of this Agreement. In no event shail the
Closing Date be after February 1, 2021.

c) Conditions Precedent for Closing by Developer:

(i) Issuance to Developer of all governmental permits and licenses
requisite for the construction of the Project in accordance with established procedures;