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2022-063
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2022-063
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8/5/2025 2:34:56 PM
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4/11/2023 2:21:46 PM
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(ISSUE PRICE CERTIFICATE — HOLD TFIE PRICE) <br />The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] <br />(the ["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below <br />(collectively, the "Underwriting Group"))]„ with respect to the sale and issuance of the General <br />Obligation Improvement, Abatement, and Utility Revenue Bonds, Series 2022A (the "Bonds"), <br />by the City of Lake Elmo, Minnesota (the "Issuer"), in the original aggregate principal amount of <br />$ , certifies as follows: <br />1. Initial Offering Price for the Bonds. <br />(a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the <br />Public for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto <br />(the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the <br />Bonds is attached hereto as EXHIBIT A. Capitalized terms used herein that are otherwise not <br />defined shall have the meanings assigned to such terms in Section 5 hereof. <br />(b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members <br />of the Underwriting Group have] agreed in writing that, (i) for each Maturity of the Bonds, [it] <br />[they] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that <br />is higher than the Initial Offering Price for such Maturity during the Holding Period for such <br />Maturity (the "Hold -the -Offering -Price Rule"), and (ii) any selling group agreement shall contain <br />the agreement of each dealer who is a member of the selling group, and any retail distribution <br />agreement shall contain the agreement of each broker -dealer who is a party to the retail <br />distribution agreement, to comply with the Hold -the -Offering -Price Rule. Pursuant to such <br />agreement, no Underwriter has offered or sold any Maturity of the Bonds at a price that is higher <br />than the respective Initial Offering Price for that Maturity of the Bonds during the Holding <br />Period. <br />2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is <br />purchasing the Bonds for an aggregate purchase price of $ (par amount of <br />Bonds of $ plus original issue premium of $ less original issue discount of <br />$ , less [a Purchaser's] [an underwriter's] discount of $�. <br />3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ <br />in original aggregate principal amount of the Bonds from the Issuer, fully executed and <br />authenticated. <br />4. Representations. The representations set forth in this Certificate of Purchaser (the <br />"Certificate") are limited to factual matters only. Nothing in this Certificate represents the <br />interpretation by the [Purchaser] [Representative] of any laws, including specifically Sections <br />103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations <br />promulgated thereunder. The undersigned understands that the foregoing information will be <br />relied upon by: (i) the Issuer with respect to certain of the representations set forth in a tax <br />certificate of the Issuer executed on the date hereof with respect to compliance with the federal <br />income tax rules affecting the Bonds; and (ii) Kennedy & Graven, Chartered, in connection with <br />A-11 <br />LA515-108-799493.vl <br />
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