Board Of Aldermen

Nashua Performing Arts Center - NMTC Term Sheet Confidential

October 14, 2020

On an on-going basis, Borrower, Project Sponsor (to the extent permitted by
law) and each guarantor shall provide at Investor’s and/or Sub-CDE’s request:
(1) copies of all board and finance committee reports, stat reports, or any reports
as requested that could impact Borrower and/or any guarantor, and (2) any other
information reasonably necessary.

Representations &
Warranties:

Nashua Performing Arts Center — NMTC Term Sheet Confidential

October 14, 2020

i Deposit actually paid by Borrower and/or Project Sponsor to
Investor.

3. The parties to this letter agree and acknowledge that the
foregoing provisions of this letter shall be the sole and exclusive remedy
available to the parties to this letter upon a termination of this letter and that no
other damages or remedies (whether at law or equity) shall be available to
them.

| QALICB and
Gasrantor

Nashua Performing Arts Center - NMTC Term Sheet Confidential

October 14, 2020

opinions or other tax analyses) relating to such tax treatment and tax structure.

Termination:

1. Investor may terminate the agreement created by this letter by written
notice to Borrower if:

a. Project Sponsor or Borrower fails to comply with any material
term or condition of this letter,

b. Project Sponsor, Borrower or any of the owners thereof:

Nashua Performing Arts Center ~ NMTC Term Sheet Confidential

October 14, 2020

Deposit”) to be credited to the Project at closing.

Upon Investar’s counsel's legal fees reaching or exceeding 75% of the Initial
Deposit, Project Sponsor and/or Borrower shall be required to pay an additional
non-refundable deposit in the amount of $50,000 to Investor (the “Additional
Deposit’) to be credited to the Project at closing,

Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

(c) that the lease should constitute a true lease for federal income tax

purposes; ;

(d) that cach of the QLICI Loans and Fund Loan should constitute true debt
for federal income tax purposes;

(¢) an economic substance opinion; and

(f) such other appropriate opinions as requested by Investor and CDE after
review of the structure and underlying transaction documentation.

Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

Amortization: The QLICI Loans will be interest-only for at least seven (7)
years following the closing date. Thereafter, the loans will amortize on to-be-

agreed upon terms.

Nashua Performing Arts Center — NMTC Term Sheet Confidential
October 14, 2020

mutually agreed upon by the Managing Member and the Investor Member. |

QALICR
QALICB/Borrower | The Project consists of the acquisition, renovation and development of existing
Description: improvements located at 201 Main Street in the City of Nashua, New

Nashua Performing Arts Center - NMTC Term Sheet

October 14, 2020

Confidential

Sources
Qualified Equity Investment $9,750,000
Managing Member Equity $975
Total $9,750,975

Uses
A Note
B Note

$7,108,850
$2,446,150

Sub-allocation fee to Allocatee $195,000
Sub-CDE retained cash $975
Total $9,750,975

QEI:

$9,750,000

Reserves:

Nashua Performing Asts Center -- NMTC Term Sheet

October 14, 2020

Confidential

Reserves:

Subject to the terms of the final financial projections, a cash reserve may be
required at the Investment Fund level.

Distributions:

During the NMTC Compliance Period, cash received by Investment Fund from
Sub-CDE will be distributed and used as follows: (1) payment of permitted
administrative and operating expenses, including the annual management fee,
and (2) payment of interest on the Fund Loan.

Put/Call Agreement

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.