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.
