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12. TOWER LEASE. Sellers retains and reserves the rights as Landlord of the Radio Tower
Lease for a period of two years from the Closing. For the two year period, the Seller will retain
possession of the leased premises and carry out the obligations of the Landlord, and the Seller shall
receive all rents as set forth in the Radio Tower Lease. The parties will memorialize the agreement
with execution of reasonable mutually acceptable document(s) at Closing.

13. ADJUSTMENTS, PRORATIONS AND CLOSING COSTS.

(a) Real Estate taxes, assessments, special assessments, rents, water bills, sewer,
utilities and condominium association fees, shall be prorated as of the Closing, and
the Selling price shall be adjusted accordingly.

(b) All recording fees for the deed of conveyance will be paid by the Buyer. Recording
fees for any necessary discharges will be paid by the Seller from the closing
proceeds,

(c) Seller and Buyer shall pay their own attorney’s and, if applicable, broker fees.

(d) This transfer will be exempt from New Hampshire real estate transfer tax pursuant
to NH RSA 78-B:2, I.

14. CONDEMNATION. In the event of the taking of all or any part of the Premises by eminent
domain proceedings, or the commencement or bona fide threat of the commencement of any such
proceedings, prior to Closing, Buyer shall have the right, at Buyer’s option, to terminate this
Agreement by giving written notice thereof to Seller prior to Closing. If Buyer does not so
terminate this Agreement, the Purchase Price shall be reduced by the total of any awards or other
proceeds received by Seller prior to Closing with respect to any taking, and, at Closing, Seller shall
assign to Buyer all rights of Seller in and to any awards or other proceeds to be paid or to become
payable after Closing by reason of any taking. Seller shall notify Buyer of eminent domain
proceedings within five (5) days after Seller learns thereof.

15. GENERAL PROVISIONS.

(a) Entire Agreement. All representations, statements, and agreements heretofore made
between the parties are merged in this Agreement, which alone fully and completely
expresses their respective obligations, and this Agreement is entered into by each
party after opportunity for investigation, neither party relying on any statement or
representation not embodied in this Agreement made by the other or on its behalf.

(b) Modification. This Agreement cannot be changed, amended, or modified in any
way except by an instrument in writing, executed by the party or parties to be
charged with the change, amendment, or modification.

(c) Notices and Requests. Any notice, request, instruction, or other document given or
required to be given hereunder shall be in writing, and shall be deemed given when
hand-delivered or deposited in the mail by registered or certified mail, postage pre-

paid, to the parties at the following address, or as at such other addresses as the
parties by like manner shall notify each other from time to time:

TO SELLER: President
Nashua Millyard Associates Inc.
22 Kehoe Avenue
Nashua, NH 03060

With a Copy to: Thomas “Jay” Leonard
Law Offices of Welts, White & Fontaine, P.C.
29 Factory Street
Nashua, NH 03060

TO BUYER City of Nashua
Economic Development Division Director
229 Main Street
Nashua, NH 03061

With a copy to: Celia K. Leonard
Deputy Corporation Counsel
229 Main Street
Nashua, NH 03061

(d) Governing Law. This Agreement shall be interpreted under the laws of the State of
New Hampshire. The captions used herein are for convenience only, are not a part of this Agreement,
and shall not be used in construing it.

(e) Counterparts. For the convenience of the parties, this Agreement may be executed in
several counterparts, which are in all respects identical and each of which shall be deemed to be
complete in itself so that any one may be introduced in evidence or used for any other purpose without
the production of the other counterparts.

(f) Further Assurances. In addition to the acts and deeds recited herein and contemplated
to be performed at Closing, Seller and Buyer agree to perform such other acts and to execute and/or
deliver such other instruments and documents as either Seller or Buyer, or their respective legal
counsel, may reasonably require to effectuate the objectives of this Agreement.

[SIGNATURE PAGES FOLLOW]

Seller
Nashua Millard Associates Inc.

Name:
Title:

Buyer
City of Nashua

Name: James W. Donchess,
Title: Mayor

OPTION TO PURCHASE PROPERTY

THIS AGREEMENT is among Nashua Millyard Associates, Inc., their successors and
assigns (collectively, the “Seller”) and Stephen Bonnette and Aaron Bagshaw, their successors
and assigns (collectively, the “Buyer’).

RECITALS

This Agreement is entered into upon the basis of the following facts and intentions of the
parties:

A. Seller owns that certain real property described in Exhibit A hereto (the
Property”).

B. Buyer desires to obtain an option to purchase the Property from Seller and
Seller is willing to grant such an option to Buyer.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

1. Option. As of the date hereof, the Seller grants to Buyer an exclusive option (the
“Option”) to purchase a portion of the Property (“Option Land” as hereinafter defined) from
Seller upon all of the terms, covenants and conditions hereinafter set forth. This option may be
recorded at the election of Buyer.

2. Consideration for the Option. As consideration for this Option, Buyer has
delivered One Dollar ($1.00) and other valuable consideration, receipt of which is hereby
acknowledged by the Seller. The consideration paid to the Buyer for this option may be retained
by the Seller without deduction or offset.

3. Term. The term of this Option shall commence upon execution by both parties
and shall expire at 5:00 pm on the ninetieth day following closing the transaction called for in a
a certain Real Estate Purchase and Sale Agreement entered into by and between Nashua Millyard
Associates, Inc. and the City of Nashua dated April __, 2021 (the “City of Nashua PSA”). In
the event that the City of Nashua PSA does not close on or before July 31, 2021, this Option
shall automatically terminate and neither parties shall have any further rights pursuant to this
Option Agreement.

4, Purchase Price. The purchase price (“Purchase Price”) which Buyer agrees to pay
upon exercise of the Option is One Dollar Fifty-Seven cents ($ 1.57) per square foot payable in
cash.

5. Conditions Precedent and Exercise. The Seller does hereby authorize the Buyer or
Buyer’s agents to enter the Property for purposes of preparing or causing a survey of the

Property for purposes of defining the Option Land, preparing a subdivision plan, and making an
application for subdivision approval. The Seller will cooperate in good faith to accomplish the
subdivision, at no cost or expense to the Seller. The Buyer or Buyer’s agents shall have the
right, at its sole expense, to cause a survey or subdivision plan and a subdivision application to
be prepared (the “Survey”). The Survey shall determine the metes and bounds of the Option
Land. The Option Land may include all or a portion of the Property east of the easterly line of
the proposed utility easement and south of Spine Road as shown and defined on plan entitled
“Tax Map 77 Lot 5 & Tax Map E Lot 1487 Easement Plan Pine Street and 10 Whipple Street”
Progress Print dated May 4, 2021attached as Exhibit A. The Option Land shall become part of
one or both of Lots 77-5 or 77-11 also indicated on the said plan.

The subdivision plan shall meet the ordinary municipal rules and regulations regarding
subdivision application and subdivision approvals before the City of Nashua NH land use boards.
Prior to exercising this Option, the Buyer or Buyer’s agents shall submit the subdivision plan and
subdivision application for review and approval by the appropriate municipal land use boards.
Upon approval, the subdivision plan and the metes and bounds descriptions of the Option Land
evidenced by the subdivision plan shall be the “Option Land” subject to this Option. Once the
subdivision is approved the Buyer may exercise this Option by giving Seller or Seller’s successor
written notice of his intention to exercise the Option. In the written notice, Buyer shall include a
description of the Option Land as determined in this Section 5.

Upon providing notice to Seller or Seller’s successor, Buyer may purchase and Seller or
its successors shall sell the Option Land for the Purchase Price set forth in this Option
Agreement. Closing of the option purchase shall occur on or before thirty (30) days following
subdivision approval by the Nashua Planning Board, but in no event shall Closing be extended
beyond the ninetieth (90") day following closing under the certain City of Nashua PSA.

6. Representations and Warranties of Seller. The Seller represents and warrants to
the Buyer that:

(a) The Seller has full power and authority to execute and deliver this Agreement,
and this Agreement is a valid and binding agreement enforceable against the Seller in accordance
with its terms;

(b) —_ Neither the execution of this Agreement nor the sale of the Property will
constitute a violation of, or conflict with, or default under, any contract, commitment, agreement,
understanding or arrangement to which the Seller is a party or by which Seller is bound or of any
law, decree, or judgment;

(c) Seller has valid title to the Property, free and clear of all claims, liens, charges,
encumbrances deeds of trust and security interests. Seller may transfer the Property to the City
of Nashua, but any transfer will be subject to the Buyer’s rights under this Option to Purchase
Property.

7. Cooperation. Each party shall, upon request of the other party, promptly execute
and deliver all additional documents reasonably deemed by the requesting party to be necessary,
appropriate, or desirable to complete the subdivision and transfer called for pursuant to this
Agreement.

8. Purchase and Sale. If Buyer exercises the Option at a closing, the Seller shall sell,
transfer and deliver the Option Land to the Buyer, represented by appropriate quitclaim deed.
The Buyer shall pay to the Seller the Purchase Price as set forth Section 4 above.

9, Survival. All representations, warranties and agreements made by the Seller and
by the Buyer in this Agreement shall survive the execution of this Agreement and any Closing
and any investigation at any time made by or on behalf of any party hereto.

10. Modification; Assignment. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written agreement executed
by the parties hereto. Buyer may assign his rights under this Agreement with the consent of
Seller.

11. Successors. This Agreement will be binding upon, inure to the benefit of and be
enforceable by and against the parties hereto and their respective heirs, beneficiaries, executors,
representatives and permitted assigns.

12, Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Hampshire.

13, Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to its subject matter and supersedes all agreements, understanding,
representations, or warranties, whether oral or written, by or among the parties, previously or
contemporaneously made or given.

Balance of the page intentionally left blank.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer and each Seller as of the day and year first written below:

SELLER:
Dated: Nashua Millyard Associates, Inc.
By:
BUYER:
Dated:
Stephen Bonnette
Aaron Bagshaw
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH

This instrument was acknowledged before me on April , 2021 by
of Nashua Millyard Associates, Inc. on behalf of the

corporation.

Notary Public
My commission expires:

Exhibit A

Description of Property