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closing. The Fund Lender shail enter into a foreberance agreement for the
seven year NMTC compliance period, in which , the Fund Lender agrees to
refrain from (i) taking any Lien Enforcement Action (ii) exercising any other
tights or remedies it may have under the Fund Loan Documents, including,
without limitation its respective Fund Pledge Agreement, including, but not
limited to accelerating the Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other Tights or remedies
thereunder, and (iii) joining with any other creditor in commencing any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings with respect to the Investment Fund, from the date hereof until
the termination of the Tax Credit Investment Period (as that term is defined in
the Investment Fund’s Operating Agreement) (the “Forbearance Termination
Date”). “Lien Enforcement Action” shall mean (i) any action to foreclose on,
take possession of, sell or otherwise realize (judicially or non-judicially) upon
the Investment Fund’s 99.99% membership interest in the Sub-CDE (“CDE
Membership Interests”), or any rights or privileges attendant thereto
(including, without limitation, by set-off), (ii) any action to assert ownership
rights with respect to any CDE Membership Interests, or any rights or
privileges attendant thereto, (iii) any action (judicially or non-judicially) to
dissolve or liquidate the Investment Fund, and/or (iv) the commencement of
any legal proceedings to facilitate any of the actions described in clauses (i),
(ii) or (iii) of this sentence above.

After the NMTC compliance period, to the extent permitted under the Fund
Loan Documents, the Fund Lender shall be free, in its sole and absolute
discretion, to accelerate the payment in full of all of the Investment Fund’s
obligations to it under the Fund Loan Documents and to institute proceedings
to enforce its rights and remedies under the Fund Loan Documents and/or as
provided by applicable law. All of the Fund’s obligations and liabilities to Fund
Lender hereunder (including, without limitation, the Investment Fund’s
payment obligations) and any documents, instruments or agreements pursuant
to which the Investment Fund may, from time to time, grant to the Fund Lender
as collateral security for the Fund's obligations to the Fund Lender, shall survive
the expiration of the NMTC compliance period,

Sponsor The Borrower must demonstrate sufficient equity to meet all construction costs

Equity: and stabilize the Project. The equity will be contributed in the form of cash at
of prior to closing. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by CDE Lender,

Transaction Closing Fees - Investment Fund Level

Costs:

The CDE will assess a closing fee of 1.50% of the QEI at the Investment
Fund Level ($146,250).

MCD/NPAC Term Sheet 3

A placement fee of 1.00% of the QEI, or $97,500 will be paid to BTCDA,
LLC, an affiliate of Baker Tilly Capital, LLC at closing.

Sub-CDE Level
The CDE will assess a closing fee of 2.00% of the total QEI, or $195,000
ALICB Level

A Structuring, Modeling and Closing fee of 1.00% of the QEI, or $97,500
will be paid to Baker Tilly Capital, LLC

The QALICB is solely responsible for all legal costs associated with closing
the transaction, including, but not limited to, its own legal fees, as well as
those of the Investor and the CDE Lender (“Transaction Costs”). The legal
costs incurred to close the transaction will be paid whether or not the
transaction closes. A retainer of $30,000 will be paid to the CDE to start the
documentation process. If the transaction fails to close the unused retainer
(not applied to third-party legal fees) will be returned.

Total up-front fees to MCD and third parties are 5.50% of the allocation.
QALICB is also responsible for paying legal fees associated with the
transaction as described above.

Annual Fees

The QALICB is responsible for paying an annual loan servicing fee of
$24,375, 0.25% of the QEI (0.15% of which represents loan servicing and
accounting services and 0.10% of which represents NMTC compliance
services) to The Valued Advisor Fund, LLC, an affiliate of Baker Tilly.

The QALICB shall be responsible for payment of the following amounts to
the CDE lender, which amounts shall be payable to the CDE Lender as
interest on the QLICI Loans.

A non-accountable annual audit, compliance AUP and tax preparation fee of
$13,429 per year, prorated for any portion of a year, totaling $94,003 over

+

the compliance period, which shall then be paid by CDE Lender to MCD,

Annual asset management fee of $34,125 (0.35% of the QEI) per year,

prorated for any portion of a year, which shall then be paid by CDE Lender
to MCD.

Annual miscellaneous fee of $1,000 per year, prorated, totaling $7,000 over
the compliance period, which shall then be paid by CDE Lender to MCD.

MCD/NPAC Term Sheet 4

Interest Rate:

Interest rates on the Loans are likely to be blended for tax opinion purposes.
The total interest generated by the Loans will be based on generating
sufficient cash flow to satisfy the debt service requirements of the Fund
Lender, as well as the annual management and audit and tax preparation fees
(to the extent that they are not paid directly to the CDE Lender).

Loan Term:

Likely to be 30 to 40 years.

Amortization:

Interest-only throughout NMTC compliance period, thereafter fully
amortized throughout the life of the loan.

Security:

The security instruments of the CDE Loans must be sufficient to satisfy the
requirements of the Fund Lender and the CDE Lender, and may include,
without limitation, a mortgage on the Project.

Timing:

While this document serves to describe some of the business terms of a
potential New Markets Tax Credit transaction with the CDE and does not
constitute a binding document, the proposed Borrower should remain aware
that timing is of the essence and the Project is expected to fully close no later
than December 15, 2020.

Reporting

QALICB will be required to enter into a Community Benefits Agreement
(“CBA”) with MCD that shall require the QALICB and Sponsor to report on
a semi-annual basis (at minimum) for NMTC program compliance. Such
information shall include, without limitation, QALICB business activities,
employment data, financial statements, and other community impact data
which may be required under the NMTC program, at close and quarterly
thereafter. Additionally, prior to the end of the seven year compliance period
a third party will be utilized to conduct a community impact analysis of the

Project to verify project and actual community benefits associated with the
Project.

Exclusivity:

Sponsor and Borrower grant MCD exclusive right to sub-allocate its
$9,750,000 of NMTC investment authority to the CDE Lender in support of
Project for 180 days from the execution of this letter or ending on such
earlier date after 12/15/2020 on which Investor determines not to proceed
(the “Exclusivity Period”). Borrower and Sponsor acknowledge that
exclusivity is a requirement of MCD’s willingness to expend time, effort,
funds and resources toward this endeavor. Further, Sponsor and Borrower
and its principals agree not to solicit, inquire, advertise market or otherwise
attempt to replace MCD with another CDE during the Exclusivity Period.

Marketing &
Press Releases:

Upon the closing of the QLICI Loans, the Sponsor hereby authorizes
Investor and CDE to use the name and logo of Sponsor and any information
regarding the New Markets Tax Credit, financing, and equity transactions
contemplated by this Term Sheet (including, without limitation, the names

MCD/NPAC Term Sheet 5

of any affiliate of the Sponsor participating in such transactions, and the
structure, terms and project specifics of such transactions) in its marketing
and communications materials and in presentations or speeches made to its
employees, officers, clients and other interested third parties Such
information shall be referred to herein as “Client Information.”

The Sponsor understands Client Information may be used nationally and/or
internationally and used in web pages, print ads, direct mail and various
types of brochures, presentation materials or marketing sheets, and various
media formats other than those listed may be used (including without
limitation video or audio presentations via any such media form). In these
materials, Investor may discuss types of services and solutions they have
provided to the Sponsor and/or their respective affiliates. Sponsor, for
itself and for its respective affiliates, hereby release Investor from any
liability for any claim related to Investor’s use of Client Information as
contemplated hereby. The rights granted in the foregoing release shall be
binding upon the undersigned parties’ estates, heirs, successors and assigns.
Each of the undersigned parties expressly agrees the foregoing provisions
relating to use of Client Information shall survive closing of the transaction
contemplated hereby. No permission is given to use the City of Nashua
seal. City ordinance Section 66-2.1 prohibits use of the seal other than by
the City for official business.

QALICB Attached to this Term Sheet as an Exhibit is a QALICB Disclosure

Disclosure Statement that provides an estimation of the benefit derived from the

Statement: 9,750,000 NMTC allocation provided by the CDE Lender along with the
associated fees paid to the CDE Lender, its affiliates, and its legal counsel
in connection with the NMTC allocation.

Deposit: Upon execution of this term sheet, Project Sponsor shall pay a non-

refundable deposit of $30,000 to MCD to be credited to the Project at closing.
Additional legal deposits may be required during the closing process as
required by MCD’s attorneys. It should be noted that if the transaction does
not close, MCD will use the deposit to cover its legal costs and other
expenses incurred in connection with the transaction, but Borrower and/or
Sponsor are obligated to reimburse MCD for closing expenses actually
incurred exceeding the $30,000 deposit. The deposit shall be made via a
Mascoma Bank account offset or a wire transfer to the following account:

Beneficiary: Mascoma Bank
Bank: Mascoma Bank
243 Sykes Mountain Ave
White River Jct, VT
ABA# 211770213
Account# 89-202010
Ref: NPAC - MCD
Attn: Katie Washburn

MCD/NPAC Term Sheet 6

Expiration:

If not executed and returned with the deposit within five business days from
the date hereof this term sheet shall be considered null and void.

Confidentiality:

Subject to the provisions and requirements of New Hampshire R.S.A.
Chapter 91-A, (i) the Sponsor, Investor, and CDE all agree to treat the
terms of this term sheet as confidential and shall not share the terms with
any other party without the express written consent of Investor and CDE,
except the term sheet may be shared with each party’s counsel and financial
advisor; (ii) once this letter has been acknowledged, any other proposals
regarding the tax credit equity from the Project shall not be entertained, and
(iii) all information and materials received by Investor and CDE are to be
kept confidential, and all parties will negotiate in good faith to close the
transaction. Upon acknowledging this term sheet, it is further warranted
that (i) all negotiations, if any, with all other parties have been terminated
and (ii) Sponsor is not a party to any other letter of intent, proposal or
similar document from any other party regarding the tax credit equity from
the Project. The prevailing party in any proceeding to enforce the terms of
this section or the sections labeled “Initial Deposit,” “Transaction Costs,”
“Exclusivity,” and “Confidentiality” under this term sheet shall be entitled
to its reasonable attorney's fees and costs.

Notwithstanding the foregoing, the parties hereto shall be permitted to
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure (as defined in Treasury Regulation Section
1.601 1-4(c)) of the transaction contemplated by this Term Sheet and all
materials of any kind (including opinions or other tax analyses) relating to
such tax treatment and tax structure.

Equal
Opportunity
Provider

In accordance with federal law and the U.S. Department of the Treasury
policy, this institution is prohibited from discriminating on the basis of
race, color, national origin, sex, age or disability. To file a complaint of
discrimination, write to Department of the Treasury, Office of Civil Rights
and Diversity, 1500 Pennsylvania Ave. NW, Washington D.C., 20220 or
call (202) 622-1160

This is not a commitment or offer to lend or invest, but only describes the proposed terms for
discussion purposes. This term sheet does not purport to summarize all terms, conditions,
representations, warranties and other provisions that may be contained in loan and equity
documentation. Neither the proposed terms herein nor any oral understandings relating to a loan
are binding until and unless such terms or understandings have been reduced to a written
agreement executed by the CDE, Investor, and Sponsor. Except as provided above, the terms of
this proposal are for Sponsor and Sponsor’s confidential use and may not be disclosed by it to
any other person other than its employees, attorneys and financial advisors, and then only in
connection with the transaction being discussed and on a confidential basis, except where
disclosure is required by law, or where the CDE consent to the proposed disclosure. Each party

shall bear its own expenses and proceed at its own risk, except as set forth above in the section
labeled “Deposit” and “Transaction Costs.”

MCD/NPAC Term Sheet 7

Except as set forth in the “Transaction Costs,” “ Deposit,” “Exclusivity,” and “Confidentiality”
sections above, this Summary of Term Sheet is not a commitment and does not create any
obligation on the part of Investor and MCD, nor among any of the parties. No such right or
obligation shall arise until definitive documents, satisfactory to all of the parties, are fully
executed and delivered. This outline is only a brief description of the principal terms of the
suggested facility and is intended for discussion purposes only.

Thank you for giving MCD the opportunity to present these preliminary terms of the tax credit
financing of your project. While these terms are subject to advisory board and credit approval,
we will seek such approval quickly in order to meet your project timeline.

Sincerely,

fe nase LL iedb-2,

Mascoma Community Development, LLC

Upon acceptance, we consider all communications to be confidential except as provided above.

Acceptance will be recognized upon receipt of the deposit and signature by the manager of the
Project Sponsor/Borrower.

Accepted this day of October, 2020

fl
City of Nashua, Ne Ph
By: ZL)

‘
+

Title: ;
/
LP

MCD/NPAC Term Sheet 8

wd, Mascoma
Bank

October 14, 2020

City of Nashua, New Hampshire
Tim Cummings
Delivered Via Email

Re: New Markets Tax Credit Investment Term Sheet for
Nashua Performing Arts Center (the “Term Sheet”)

This letter summarizes the principal terms and conditions for a federal new markets tax credit (“AMTC")
investment by Mascoma Bank, a benefit corporation organized and existing under the State of New
Hampshire, that will be used, together with certain debt financing to make a “qualified equity investment”
in MCD Subsidiary CDE 14, LLC, a New Hampshire limited liability company and a subsidiary allocatee
of Mascoma Community Development, LLC, a New Hampshire limited liability company. The
subsidiary allocatee is expected to use substantially all of the proceeds of the qualified equity investment
to make one or more loans that each constitute a “qualified low-income community investment”
(*QLICT”) that will provide financing for the adaptive re-use of existing improvements on that certain
property located at 201 Main Street in Nashua, New Hampshire (the “Property”) for use as a performing
arts center and multi-purpose community facility (the “Projecf"). The Project will subsequently be leased
to the City of Nashua, New Hampshire (“Project Sponsor”). This confidential term sheet: {l) is not
comprehensive and does not constitute a binding document or obligation with respect to any party, except
for (i) the obligations of the Project Sponsor and Borrower (as defined below) to pay the fees {including
legal fees), expenses and deposits set forth in the “Transaction Costs” and “Deposit” sections, (ii) the
obligations, requirements, terms and conditions set forth in the “Timing”, “Confidentiality” and
“Termination” sections; (2) does not constitute an offer to sell or purchase securities; (3) contains
estimated values only; and (4) is subject to negotiations between Investor, Allocatee, Borrower, Project
Sponsor and Fund Lender (each as defined above or below), and the approvals by each as required by
their respective internal processes.

The targeted closing date for the QLICI is December 15, 2020. Except as described above, this letter is
not a commitment and does not create any obligation on the part of any of the parties in this letter. No
such right or obligation shall arise until and unless definitive documents, satisfactory to all of the parties,
are fully executed. This letter is only a brief description of the principal terms of the suggested financing
as Currently anticipated by the parties, and is intended for discussion purposes only.

Parties: NMTC_Investor. Mascoma Bank will invest for 100% of the NMTCs
(“Investor”)
Investment Fund Name_& Ownership: NPAC Investment Fund, LLC
(Investment Fund"), which shall be 100% owned by Investor and managed
by Fund Manager (as defined below).
Investment Fund Manager: Mascoma Community Development, LLC (“Fund
Manager”)

29678430v2

Printed on Recycled Paper

Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

Investment Fund Leverage Lender: A to-be-formed entity, which is anticipated
to be 201 Main Street Financing Corp. (“Fund Lender”). The Fund Lender's

board of directors shall have at least a forty percent 40% differentiation from
the board of directors of Borrower, with such other requirements or restrictions
with respect to board of directors of Fund Lender and/or Borrower to be agreed
upon after Investor counsel’s review of Fund Lender's and Borrower’s
organizational documentation.

CDE/All : Mascoma Community Development, LLC (“AfCD” or
“Allocatee”)

Subsidiary CDE: MCD Subsidiary CDE 14, LLC (“Sud-CDB”), which is
anticipated ta owned 99,99% by Investment Fund and 0.01% by MCD. MCD
will be the managing member of Sub-CDE.

Borrower: A to-be-formed entity, which is anticipated to be 201 Main Street
Reat Estate Corp., a Non-Profit Special Purpose Entity (“Borrower”).
Borrower must be a “qualified active jow-income community business
(“QALICB”) as defined by Section 45D of the Internal Revenue Code of 1986,
as amended (the “Code”’).

to Inv Investment F Su E: Lathrop GPM LLP
Counsel to Borrower and Fund Lender: Drummond Woodsum Law
Accountant: Baker Titly US, LLP

Definitions:

CDFI Fund: Community Development Financial Institutions Fund
NMTC: New Markets Tax Credit

QALICB: Qualified Active Low-Income Community Business
QEI: Qualified Equity Investment

QLICI: Qualified Low-Income Community Investment

NMTC Compliance Period: Seven years from the date of funding of the QEI
into Sub-CDE.

NMTC Allocation:

Up to $9,750,000 of NMTC allocation from MCD. Please note that MCD has
issued a separate commitment fetter to you committing to provide the
referenced allocation in conection with the Project.

Transaction
Diagram/Finaucing
Structure
Description:

See draft structure diagram attached as Exhibit A, which is the general structure

anticipated, but will need to be approved, by all parties to the transaction and

we counsels, This transaction assumes a total of $9,750,000 of allocation from
CD.

The NMTC transaction will employ a “leveraged structure” whereby
Investment Fund will (i) be capitalized with $2,889,900 in equity from Investor

based on pricing anticipated to equal $0.76 per_credit,' and (ii) borrow a

' The amounts are premised on the transaction closing during the fourth calendar quarter of 2020.

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Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

leverage loan (the “Fund Loan”) from Fund Lender in the amount necessary to
permit the funding of the $9,750,000 QEI into Sub-CDE together with payment
of any fees by Investment Fund and establishment of any reserves identified in
the financial projections. Investor equity and the Fund Loan will both fully
fund on the transaction closing date.

Sub-CDE will use the $9,750,000 QEI it receives from Investment Fund to
make one or more loans to Borrower in the aggregate principal amount of
$9,555,000 and pay a sub-allocation fee to MCD in the amount of $195,000.

INVESTMENT FUND STRUCTURE

Investment Fand
Structure:

Investment Fund will be a single purpose limited liability company 100%
owned by Investor and managed by Fund Manager.

Investment Fund
Management:

Fund Manager will manage the day-to-day operations of Investment Fund,
including (but not limited to) receiving cash distributions from Sub-CDE and
payment of the obligations due to Fund Lender,

Investment Fund
Capitalization:

Investment Fund will receive equity and debt totaling approximately $9,998,750
fram the following sources:

Investor will contribute $2,889,900 in cash in exchange for a 100% LLC
membership interest (the “Fund Equity”) in Investment Fund. The amount of
the Fund Equity is computed based on a $9,750,000 NMTC allocation, tax
credits of 39% on the NMTC allocation, at a price of $0.76 per credit dollar.?

Fund Lender will make the Fund Loan to Investment Fund in an amount, that
when combined with the Fund Equity, is sufficient to fully fund the QEI, to pay
any Investment Fund fees, and to establish any reserves contemplated in the
final financial projections, which Fund Loan amount is anticipated to be
approximately $7,108,850.

Fund Equity:

The Fund Equity will be paid in at closing.

Return on Equity: Investor’s equity return is based on delivery of (1) 100% of
all NMTCs (expected to total $3,802,500); and (2) pass-through of 100% of
other tax benefits and costs derived from Investment Fund.

Fund Loan:

Pay-in Schedule: Funded in full at QLICI closing.

Fund Loan Term: At least 7 years, but currently expected to be at least thirty
(36) years.

Interest Rate: The interest rate shall be fixed for the entire term of the Fund

Loan, with a to-be-determined interest rate, subject to the commitment letter of
Fund Lender, ifany.

Amortization: Interest-only for the first seven years. Thereafter, the Fund Loan
will be amortized as determined by Fund Lender.

? The amounts in this paragraph are premised on the transaction closing during the fourth calendar quarter of 2020.

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Nashua Performing Arts Center —- NMTC Term Sheet Confidential

October 14, 2020

Collatera]: Investment Fund’s membership interest in Sub-CDE shall be
pledged to Fund Lender. The Fund Loan will have no direct lien on the real
estate or improvements associated with the Project.

Guarantees: None.

Forbearance: During the NMTC Compliance Period, Fund Lender will agree to
refrain from (i) taking any Lien Enforcement Action, (ii) exercising any other
rights or remedies it may have under the documents evidencing or otherwise
executed in connection with the Fund Loan (collectively, the “Fund Loan
Documents”), including, without limitation, exercising any remedies granted
pursuant to its Fund Pledge Agreement, accelerating the Fund Loan, collecting
distributions, appointing (or seeking the appointment of) a receiver or
exercising any other rights (including any consent rights with respect to Sub-
CDE) or remedies thereunder, or (iii) joining with any other creditor in
commencing any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings with respect to Investment Fund, from the date of the
making of the Fund Loan until the termination of the NMTC Com pliance Period
(the “Forbearance Termination Date”). “Lien Enforcement Action” shalt
mean (i) any action to foreclose on, take possession of, sell or otherwise realize
Gjudicially or non-judicially) upon Investment Fund’s 99.99% membership
interest in Sub-CDE (the “CDE Membership Interest’), or any rights or
privileges attendant thereto (including, without limitation, by set-off), (ii) any
action to assert ownership rights with respect to the CDE Membership Interest,
or any rights or privileges attendant thereto, (iii) any action (judicially or non-
judicially) to dissolve or liquidate Investment Fund, and/or (iv) the
commencement of any legal proceedings to facilitate any of the actions
described in clauses (i), (ii) or (iii) of this sentence above.

After the NMTC Compliance Period, to the extent permitted under the Fund
Lean Documents, Fund Lender shall be free, in its sole and absolute discretion,
to accelerate the payment in full of all of Investment Fund’s obligations to it
under the Fund Loan Documents following an event of default thereunder and
to institute proceedings to enforce its rights and remedies under the Fund Loan
Documents and/or as provided by applicable law. All of Investment Fund’s
obligations and liabilities to Fund Lender under the Fund Loan Documents
(including, without limitation, Investment Fund's payment obligations) and any
documents, instruments or agreements pursuant to which Investment Fund may,
from time to time, grant to Fund Lender as collateral security for the Fund's
obligations to Fund Lender, shall survive the expiration of the NMTC
Compliance Period.

Fees and Expenses:

Investment Fund Annual Management Fee to Fund Manager: $5,000 per year
for a total of eight (8) years (including partial years), with the fee for the first
year sourced from the Fund Loan and the fee for subsequent years sourced from
QLIC] interest payments.

Upfront MCD Placement Fee at Closing: $146,250
Upfront BTCDA, LLC Placement Fee at Closing: $97,500
Exit Fees: None

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