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including regularly scheduled meetings in accordance with the construction schedule, to
update City on Developer's progress of the Project. Developer shall conduct scheduled
meetings on a monthly basis to keep City apprised of the progress of development of the
Project. The meetings shall include the Developer, City representatives and the specialty
consultants. Developer shall prepare and distribute detailed, accurate minutes for all such
meetings.

2.7 Development Standards.

a) Developer shall perform the work in accordance with the standard of care
and expertise normally employed by development firms, consultants and contractors
performing similar services in metropolitan areas in New Hampshire, and all duties under
this Agreement shall be measured and interpreted in accordance with such standard of
performance.

b) Developer hereby warrants to City that the materials and equipment
furnished in accordance with this Agreement will be of good quality, that the work will be
free from defects, and that the work will conform with the requirements of the
Development Plan. Developer hereby represents, warrants, and covenants that neither it
nor its affiliates shall file a mechanic's lien, materialmen's lien, or other lien against any
assets of City, and hereby waives and releases any right it may have or may hereafter
acquire to file a lien against the any assets of City. Developer shall indemnify and hold
harmless City from any losses, damages, and liabilities, to the City as a result of a breach
of this provision.

ro) Developer shall pay all fees levied by the City or any other governmental
entity, including, but not limited to, all tap fees, water & sewer fees, and permit fees.
Developer shall plan for all utility services required for the Project and negotiate all
necessary agreements with the appropriate municipal authorities and utility companies
related to access, traffic, utilities, zoning and other design and construction elements
pertaining to the Project. Developer shall obtain and pay for all construction-related permits
and all certificates of occupancy. City shall cooperate with Developer as is reasonably
necessary for Developer to obtain such approvals, permits and certificates of occupancy.

d) Developer shall apply for and maintain in full force and effect any and all
governmental permits and approvals required for the lawful construction of the Project and
comply with all the terms and conditions applicable to the Project contained in any
governmental permit or approval required or obtained for the lawful construction of the
Project, or in any insurance policy affecting or covering the Project.

2.8 Ownership of Development Plans. If the Project is not constructed, then
Developer will retain ownership of the preliminary plans, the Development Plan and other
design and construction work product relating to the Project in accordance with this
Agreement.

2.9 City Improvements. City represents water and wastewater are available at
the Property boundary.

ARTICLE III: DEFAULTS

3.1 Defaults by Developer_and Remedies of City. If Developer materially
defaults on the performance of its obligations to City prior to the Closing Date, then
Developer will have thirty (30) days after the City’s delivery of written notice to Developer
of the default to cure the default; however, if the default requires more than thirty (30) days
to cure, Developer shall have such additional time as may be reasonably required to cure
the default, provided Developer commences the cure within the initial thirty (30) day cure
period and thereafter diligently prosecutes the cure to completion (not to exceed sixty (60)
days after commencement of the cure). If Developer is not able to cure the material default
during the applicable cure period, then City will be entitled to terminate this Agreement
and receive all of Developer's non-confidential work product regarding the Project,
including the Project Design Drawings, and Development Plan (collectively, the
"Liquidated Damages"). The Parties hereby agree that the Liquidated Damages are
intended to be and will be the full liquidated damages for the Developer’s failure to perform
its duties, liabilities and obligations under this Agreement. The parties agree that City's
damages would be very difficult to ascertain and the Liquidated Damages provided in this
Section 3.1 constitutes a reasonable estimate of City's damages and is not intended as a
penalty but as fully liquidated damages.

If Developer defaults on the performance of its obligations to City after the Closing Date,
then Developer will have thirty (30) days after the delivery of written notice by City of the
default to cure the default; however, if the default requires more than thirty (30) days to
cure, Developer shall have an additional thirty (30) days to cure the default, provided
Developer commences the cure within the initial thirty (30) day cure period and thereafter
diligently prosecutes the cure to completion. If Developer is not able to cure the default
during the applicable cure period, then City may, at its sole discretion, (i) terminate this
Agreement and receive the Liquidated Damages; (ii) pursue an action under the Payment
and Performance Bonds as set forth in Section 4.4 below; or (ili) pursue the right to specific
performance against Developer that would require Developer to fully perform all of its
obligations under this Agreement on a timely basis.

3.2 Notice to Financiers and Ability to Cure. Notwithstanding anything in this
Agreement to the contrary, City shall copy Developer's lender or equity partner in writing
(at any address provided for that purpose by Developer or its lender or equity partner) on
any default notice that City sends to Developer, and Developer's lender or equity partner
shall have the same rights to cure Developer's default as Developer has under this
Agreement.

3.3 Defaults by City and Remedies of Developer. If City defaults materially on
the performance of its obligations to Developer under this Agreement, then City will have
thirty (30) days after the delivery of written notice by Developer of the default to cure the
default; however, if the default requires more than thirty (30) days to cure, City shall have

such additional time as may be reasonably required to cure the default, provided City
commences the cure within the initial thirty (30) day cure period and then diligently
prosecutes the cure to completion. If City is not able to cure the default during the
applicable cure period, then Developer will be entitled to pursue any remedy available at
law or equity, including the termination of this Agreement and claims for damages
resulting from the breach and termination(s).

3.4 Other Defaults. A Party will be in default of its obligations under this
Agreement in the event that it is adjudicated bankrupt or insolvent, makes an assignment
for the benefit of creditors or enters into a composition for creditors, or will file a voluntary
bankruptcy petition or an answer admitting the material allegations of an involuntary
bankruptcy petition; or if an order is entered appointing a receiver or trustee for that Party
or for a substantial portion of the assets of that Party and the same is not vacated within
sixty (60) days after entry, or if that Party applies for or consents to the appointment of any
such receiver or trustee. In the event of a default specified in this Section 3.4, non-
defaulting Party may immediately pursue all remedies available to it by law or in equity,
including specific performance and the termination of this Agreement.

ARTICLE IV: CITY AND DEVELOPER MUTUAL OBLIGATIONS

4.1 City Approval. The Board approved this Agreement on by passage of R-20-
023, amended on , , 20219 pursuant to the communication attached
and incorporated into this Agreement as Exhibit “C”.

4.2 Exclusivity. During the term of this Agreement, City will work exclusively
with the Developer to develop the Project.

4.3 Insurance. Developer shall maintain, and shall assure that its contractors
who enter the Property maintain, public liability and property damage insurance in
agreements and in form and substance adequate to insure Developer, its agents, employees
or contractors, from claims arising out of any entry or inspections of the Property pursuant
to the provisions of this Agreement, and Developer shall provide City with evidence of this
insurance coverage prior to performing any inspections of the Property. The liability
insurance shall name City as an additional insured and shall have liability limits of at least
$1,000,000.00 per occurrence/$1,000,000.00 general aggregate.

4.4 Performance Bonds. In addition to any applicable performance or financial
guarantees under the City’s Revised Ordnances, Developer shall require its general
contractor to (i) furnish bonds covering faithful performance of the contract governing
construction of the Project, completion of construction of the Project and payment of
obligations arising in connection with the construction of the Project and (11) furnish bonds
for all subcontractors with contracts over $250,000.00, from a surety or sureties acceptable
to the City and duly authorized to do business in New Hampshire, (the “Payment and
Performance Bonds”). City shall be specifically named as a beneficiary under the Payment
and Performance Bonds and the Payment and Performance Bonds shall, in all respects, be
reasonably satisfactory to City. A duplicate original of the Payment and Performance

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Bonds shall be supplied to City, and City shall be entitled to maintain a direct action against
the applicable surety/bonding company (and any other parties that may be necessary parties
to such an action). In the event of a default by Developer’s general contractor under its
construction contract, City shall be entitled to participate fully in any action against the
general contractor or the surety/bonding company and the Developer shall not agree to any
compromise or settlement of that action without City’s prior written consent, provided that
City’s prior written consent shall not be unreasonably withheld.

4.5 Offsite Engineering Services. During the Diligence Period, the City will
provide $100,000 in funding during predevelopment for the design of public facilities and
infrastructure surrounding the project site in the form of reimbursement for pre-approved
design fees.

4.5.1

4.6 Agreement to Seek Funds for Offsite Costs. City and Developer will use
best efforts to obtain funding through U.S. Housing and Urban Development Community
Development Block Grants or similar programs to offset offsite costs.

4.7 Payment in Lieu of Parking Requirements. With Planning Board approval,
Developer will pay an in-lieu fee of nine thousand dollars ($9,000) per unit, for up to one
hundred and fifty (150) units, in the Project for City allowing no onsite parking, which fee
shall be payable at the rate of one thousand dollars ($1,000) per unit the first anniversary
of the certificate of occupancy and two thousand dollars ($2,000) per unit per year on the
subsequent anniversary date of the project certificate of occupancy and continuing annually
for four (4) years. The fees shall be held in an escrow account by the City for the capital
expansion of the parking system and to guarantee future parking supply.

4.8 High Street Garage Lease. The City and Developer will enter into a long
term (50 year minimum) lease for parking in the High Street Garage to provide at least one
space per unit for the Project’s residents (the “Garage Lease”). The Garage Lease will
include a ramp up period to accommodate the Project’s lease up for the first twenty-four
(24) months after a certificate of occupancy is issued for the Project, starting at $0 per

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month per space in the first (1) month and increasing to FIFTY AND NO/100 DOLLARS
($50) per month per space in the twenty-forth (24") month. The Garage
Lease will include a provision to lease the spaces referred to above for $50 per month
through the tenth (10) anniversary of the Project’s certificate of occupancy. After that
time, the lease will include a provision to allow the rate to be modified to a price not more
than that offered to other “wholesale” (20 permits or more) users of the Nashua parking
assets. If on the tenth anniversary that wholesale rate is greater than $55, then the parking
rate shall be adjusted up to match that wholesale rate over a three-year period in equal
monthly increases in order to maintain the tenant’s ability to pay.

ARTICLE V: MISCELLANEOUS

5.1 Disclaimer of Joint Venture, Partnership and Agency. This Agreement shall
not be interpreted or construed to create an association, joint venture, or partnership
between Developer and City, or to impose any partnership obligation or liability upon the
Parties. Neither Developer nor City shall have any right, power or authority to enter into
any agreement or undertaking for, or act on behalf of, or to act as or be an agent of
representative of, or to otherwise bind, the other.

5.2 No Third-Party Beneficiaries. This Agreement is not intended to and does
not confer any right or benefit on any third party other than the Parties.

5.3 Notices. Unless specifically provided otherwise by this Agreement, any
notice, demand, request, consent, approval or communication which a signatory Party is
required to or may give to another signatory Party under this Agreement shall be in writing
and shall be delivered or addressed to the other at the address below set forth or to such
other address as such Party may from time to time direct by written notice given in the
manner in this Agreement prescribed. The notice or communication shall be deemed to
have been given or made when communicated by personal delivery or by independent
courier service or by facsimile or by email with a hard copy to be delivered by independent
courier service by the next business day. The Parties shall make reasonable inquiry to
determine whether the names or titles of the persons listed in this Agreement should be
substituted with the name of the listed person's successor.

City: Tim Cummings, Director of Economic Development
City Hall — Economic Development Office
229 Main Street/P.O. Box 2019
Nashua, New Hampshire 03061

With a copy to: Celia Leonard, Deputy Corporation Counsel
City Hall - Corporation Counsel Office
229 Main Street/P.O. Box 2019
Nashua, NH 03061

Developer: Lansing Melbourne Group, LLC

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2420 East Sunrise Boulevard, #90
Fort Lauderdale, Florida 33304
Attn: Peter Flotz

With a copy to: Drew Melville, Esquire
Melville Law, P.A.
101 NE 3™ Avenue, Suite 1500
Fort Lauderdale, Florida 33301
Phone: 954-332-3533
Email: drew @ melville.law

5.4 Entire Agreement. This Agreement sets forth and incorporates by reference
all the agreements, conditions and understandings between the Parties relative to the
Project and supersedes all previous agreements. There are no promises, agreements,
conditions or understandings, oral or written, expressed or implied, among the Parties
relative to the matters addressed in this Agreement other than as set forth or as referred to
in this Agreement or as contained the Development Plan as of the Effective Date.

5.5 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the interpretation
of this Agreement or any amendments or exhibits to this Agreement.

5.6 Assignment.

a) Developer shall not, prior to the issuance of a certificate of occupancy (or
local equivalent) for the Project, assign or transfer this Agreement or delegate any of its
obligations or duties under this Agreement without the prior written consent of City, which
consent may be withheld in City's sole discretion, except that Developer may freely assign
to entities within the control of the same principals as those of the Developer or for the
purposes of financing or other legal requirements_provided that any such entities must be
subject to real estate taxation.

b) Developer shall not, after the issuance of a certificate of occupancy for the
Project, assign or transfer this Agreement or delegate any of its obligations or duties under
this Agreement without the prior written consent of City (which consent shall not be
unreasonably withheld or delayed), except that Developer may freely assign its interest in
the Agreement to entities within the control of the same principals as those of the Developer
or for the purposes of financing or other legal requirements, provided that any such entities
must be subject to real estate taxation.

ro) No assignment, with or without the consent of City, shall be effective unless
each assignee shall assume and agree to perform and observe all the covenants and
agreements of Developer being assigned. No assignment of this Agreement by Developer
shall release or relieve the Developer of any duties, obligations or liabilities under this
Agreement and from and after any such assignment the assigning Developer shall be jointly

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and severally liable with the assignee for the performance of and compliance with all of
Developer's duties obligations and liabilities under this Agreement.

d) City may not assign, transfer or delegate its rights, duties and obligations
under this Agreement without the consent of Developer in its reasonable discretion (which
consent shall not be unreasonably withheld or delayed) to any purchaser of the Property
who assumes and agrees to perform and observe all the covenants and agreements of City
being assigned thereby. No such assignment, with or without the consent of Developer,
shall be effective unless each such assignee shall assume and agree to perform and observe
all the covenants and agreements of City being assigned thereby. In the event of any
assignment of the interest of City under this Agreement, City shall be released and relieved
of all liability for the performance and observance of all covenants and agreements of
City’s covenants and agreements under this Agreement so assigned.

5.7 Terms for Consent or Approval. When this Agreement calls for one Party
to seek the approval or consent of the other Party, the Party with the right to grant or deny
consent or approval must exercise its reasonable discretion in doing so, unless specified
otherwise by the terms of this Agreement. The requesting party must make requests for
consent or approval in writing in accordance with the terms for notice in this Agreement
and substantiate that request with commercially reasonable documentation unless specified
otherwise by the terms of this Agreement. The Party with the right to grant or deny consent
or approval shall review each such request diligently, reasonably and in good faith and
deliver its decision whether to give or deny consent or approval to the requesting Party in
writing in accordance with the terms for notice in this Agreement within thirty (30)
business days of the delivery of the other Party’s request. If the reviewing Party elects to
deny its consent or approval, then it must substantiate that decision with commercially
reasonable documentation that enables the requesting Party to comprehend the decision
and, if appropriate, modify such request and re-submit it to the reviewing Party for further
review pursuant to these terms for consent or approval. A Party reviewing a request for
consent to the assignment of rights and obligations by the requesting Party may consider
the creditworthiness, financial wherewithal, expertise and experience of the proposed
assignee when compared to the requesting Party, in the exercise of reasonable discretion
whether to grant or deny consent or approval.

5.8 Terms for Other Response. When this Agreement calls for one Party to
notify the other Party of any other election under this Agreement, then the electing Party
shall notify the other party of the applicable decision no later than thirty (30) days after the
electing Party was notified of its obligation to make the election.

5.9 Governing Law. This Agreement shall be governed by the laws of the State
of New Hampshire. The parties hereto agree that any action brought by either party to
enforce the terms of this Agreement shall be filed in the Superior Court of Hillsborough
County, New Hampshire or the United States District Court of New Hampshire, Concord
Division.

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5.10 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and such counterparts shall constitute one and
the same instrument.

5.11 Agreement to Cooperate. In the event of any legal action instituted by a
third party or other governmental entity or official challenging the validity of any provision
of this Agreement, the Parties hereby agree to cooperate in defending that action; provided,
however, each Party shall retain the right to pursue its own independent legal defense.

5.12 No Deemed Waiver. Failure of a Party to exercise any right under this
Agreement shall not be deemed a waiver of any such right and shall not affect the right of
that Party to exercise at some future time said right or any other right it may have under
this Agreement.

5.13 Severability. If any term or provision of this Agreement shall be judicially
determined to be void or of no effect, that determination shall not affect the validity of the
remaining terms and provisions of this Agreement. The Parties agree that if any provision
of this Agreement is judicially determined to be invalid because it is inconsistent with a
provision of state or federal law, this Agreement shall be amended to the extent necessary
to make it consistent with state or federal law and the balance of the Agreement shall
remain in full force and effect.

5.14 Authority. Each Party represents that it has undertaken all actions necessary
for approval of this Agreement, and that the person signing this Agreement has the
authority to bind City and Developer. Notwithstanding the foregoing, with the approval of
this Agreement, City Council hereby delegates to the City Manager the authority to execute
any supplemental documents required to effectuate the purposes of this Agreement.

5.15 Representations and Warranties of Developer. Developer represents and
warrants to City that:

a) Developer is a valid limited liability company duly organized, validly
existing and in good standing under the laws of the State of Florida;

b) Developer is duly qualified to do business and is in good standing under the
laws of the State of New Hampshire;

ro) Developer has the full right, power, and authority to enter into this
Agreement and to perform its obligations under this Agreement without contravention of
any obligation on the part of Developer, whether statutory, contractual or otherwise; and

d) Developer will execute, deliver and perform this Agreement in accordance
with all applicable laws and ordinances.

5.16 Representations and Warranties of City. City represents and warrants to
Developer that:

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a) City has the full right, power, and authority to enter into this Agreement and
to perform its obligations under this Agreement without contravention of any obligation on
the part of Developer, whether statutory, contractual or otherwise;

b) City will execute, deliver and perform this Agreement in accordance with
all applicable laws and ordinances;

ro) To the actual knowledge of City Attorney, the Property is not the subject of
any litigation, pending or overtly threatened, or other judicial or quasi-judicial procedure
which would, if determined unfavorably to the City, settled or otherwise resolved by the
City, result in any financial liability on the part of Developer or interfere with the
development of the Project;

d) To the actual knowledge of the City Attorney, the Property is not the subject
of any procedure for the taking of the Property by eminent domain, in whole or in part,
pending or overtly threatened by the City or any other governmental authority with the
power of eminent domain;

e) To the actual knowledge of the City Attorney, no one has made any claim
to title to the Property, in whole or in part, superior to the claim of the City by virtue of its
chain of title; and

f) The City has not received any notice from any governmental agency, state,
federal or local, that the Property is in violation of or the subject of an investigation
regarding the potential violation of any Laws and Ordinances, including laws of the United
States or the State regarding the presence, storage, transport, spillage, removal or
remediation of hazardous or harmful substances on the Property, or the presence, storage,
transport, spillage, removal or remediation of hazardous or harmful substances on
properties adjacent to the Property as a result of their origination on or passage through the
Property.

5.17 Continuing Obligation. From time to time after the Closing Date or the
Deadline Closing Date, the Parties will execute additional instruments of assignment, lease,
license, conveyance and other documents and take such other actions that are reasonably
necessary to further the purposes of this Agreement.

5.18 Immunity Not Waived. City does not intend to waive its sovereign
immunity by reason of this Agreement; provided, however, that the City acknowledges and
agrees that by entering into this Agreement, governmental immunity shall not be a valid
defense to a breach of contract claim brought under this Agreement.

5.19 Release of Information. City and Developer acknowledge that this
Agreement is subject to disclosure under the New Hampshire public records laws, except
for information that is excluded from the disclosure requirements of those laws. Nothing
in this Agreement precludes either party from discussing the terms of this Agreement or its

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work product with its attorneys, accountants, consultants, contractors, or potential lenders
or investors, or prevents the holding of public City meetings in compliance with applicable
laws.

5.20 Representations, Warranties and Indemnity Regarding Brokers.

a) City represents to Developer that no real estate broker or agent has rendered
a service or represented City in connection with this Agreement or the transaction
contemplated in this Agreement for which any brokerage commission or fee is due.

b) Developer represents to City that no real estate broker or agent has rendered
a service or represented Developer in connection with this Agreement or the transaction
contemplated in this Agreement for which any brokerage commission or fee is due.

ro) City and Developer covenant and agree, each to the other, to indemnify the
other against any claims based upon or arising out of the employment or use by the
indemnifying party of any real estate broker, agent or finder in connection with the

purchase-and-sateleasing of the Property. This Section 5.20 shall survive Closing or any
earlier termination of this Agreement.

5.21 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY (OR TO ANY THIRD PARTY, WHETHER OR NOT CLAIMING THROUGH
THAT OTHER PARTY) FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER).

5.22 Non-Appropriation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
any Constitutional debt limitation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
the, Constitution of the State of New Hampshire. This Agreement shall not directly or
indirectly or contingently obligate the City to make any payments beyond the amount
appropriated, if any, in the sole discretion of the City for any fiscal year in which this
Agreement shall be in effect. The City may at the end of any fiscal year terminate its future
installment payment obligations under this Agreement if the City has not appropriated
sufficient funds to make the next fiscal year's scheduled installment payments; however,
during each fiscal year, the City shall exercise its best efforts to appropriate funds for
installment payments due in the next fiscal year. No deficiency judgment may be rendered
against the City in any action for breach of a contractual obligation under this Agreement
and the taxing power of the City is not and may not be pledged directly or indirectly to
secure any moneys due under this Agreement. No provision of this Agreement shall be
construed to pledge or to create a lien on any class or source of the City's moneys. To the
extent of any conflict between this Section 5.22 and any other provision of this Agreement,
this Section shall take priority.

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