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2024-061
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2024-061
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8/5/2025 2:33:23 PM
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8/23/2024 10:36:28 AM
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(ISSUE PRICE CER TIFIC,4 TE —HOLD THE PRICE) <br />The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the <br />("Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the <br />"Underwriting Group"))],, with respect to the sale and issuance of the General Obligation Improvement <br />and Water Revenue Bonds, Series 2024A (the "Bonds"), by the City of Lake Elmo, Minnesota (the <br />"Issuer"), in the original aggregate principal amount of $ , 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 Public <br />for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the "Initial <br />Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached <br />hereto as EXHIBIT A. Capitalized terms used herein that are otherwise not defined shall have the <br />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 of the <br />Underwriting Group have] agreed in writing that, (i) for each Maturity of the Bonds, [it] [they] would <br />neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the <br />Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "Hold -the - <br />Offering -Price Rule"), and (ii) any selling group agreement shall contain the agreement of each dealer <br />who is a member of the selling group, and any retail distribution agreement shall contain the agreement of <br />each broker -dealer who is a party to the retail distribution agreement, to comply with the Hold -the - <br />Offering -Price Rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the <br />Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds <br />during the Holding Period. <br />2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the <br />Bonds for an aggregate purchase price of $ (par amount of Bonds of $_, <br />plus original issue premium of $ less original issue discount of $ less [a Purchaser's] <br />[an underwriter's] discount of $ <br />3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in <br />original aggregate principal amount of the Bonds from the Issuer, fully executed and 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 interpretation <br />by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the <br />Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The <br />undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect <br />to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with <br />respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven, <br />Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross <br />income for federal income tax purposes, the preparation of Information Return for Tax -Exempt <br />Governmental Bonds, Form 8038-G, and other federal income tax advice that it may give to the Issuer <br />from time to time relating to the Bonds. <br />5. Defined Terms. <br />(a) "Holding Period" means, with respect to each Maturity of the Bonds, the period starting <br />on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or <br />A-10 <br />LA515-142-947183M <br />
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