Board Of Aldermen

Performing Arts Center grants, gifts, devises and bequests, as may be made to it or to the City for
the purpose of increasing or improving the Performing Arts Center. The Board of Trustees is also

O-20-036

authorized to take and hold any grant, gift, bequest or devise of property upon trust, real
properties excluded, to apply the principal or the income thereof in any manner it sees fit in
accordance with its best judgment and which will promote the purpose for which the Performing
Arts Center is established.

O-20-036

ORDINANCE

ESTABLISHING PERFORMING ARTS CENTER BOARD OF TRUSTEES

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part I “Administrative Legislation”, Chapter 5
“Administration of Government”, Article XIII “Generally”, of the Nashua Revised Ordinances,
as amended, be hereby further amended by adding the following section as follows:

Ҥ 3-59.1. Performing Arts Center Board of Trustees.

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PREUNNARY DRA - POR DISCUBRION PURPOSES Or6, Y

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Nashue Performing Asts Center - NMTC Term Sheet Confidential
October 14, 2020

Exhibit 4
Draft Structure Diagram

{Attached hereto]

16
33231393

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

WAIVER OF JURY TRIAL. EACH OF INVESTOR, PROJECT SPONSOR AND BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS TERM
SHEET, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS TERM SHEET, OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS, EACH OF
BORROWER, PROJECT SPONSOR AND INVESTOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER 1S KNOWING AND VOLUNTARY.

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

| throughout the investment term. These representations, covenants and

certifications will be incorporated in the transaction documents, and with prior
written notice to Borrower from Investment Fund or Sub-CDE, may be changed
or amended in the event of newly revised regulations or to the extent reasonably
requited by Investment Fund’s or Sub-CDE’s legal counsel.

Additional Closing | Investor shall perform such due diligence and legal review of the transactions

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,