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Municipal Advisory Service Agreement <br />4 <br />potential conflict of interest because, if the transaction requires more work than originally <br />contemplated, Northland may suffer a loss. Thus, Northland may recommend less time-consuming <br />alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by <br />supervisory policies and procedures to ensure the scope of services within the transaction align with <br />other comparable engagements. By executing this Agreement, the Client acknowledges and accepts <br />the potential conflicts of interest posed by the compensation to Northland. Northland does not <br />participate in any payments to be retained, nor participate in any fee splitting agreements or <br />arrangements. <br />Northland is also a broker-dealer that engages in a broad range of securities-related activities to service <br />its clients, in addition to serving as a Municipal Advisor or Underwriter. Such securities-related <br />activities, which may include but are not limited to the buying and selling of outstanding securities, <br />including securities of the Client, may be undertaken on behalf of, or as counterparty to, the Client, <br />and current or potential investors in the securities of the Client. These other Northland clients may, <br />from time to time and depending on the specific circumstances, have interests in conflict with those of <br />the Client, such as when their buying or selling of the Client’s securities may have an adverse effect on <br />the market for the Client’s securities. However, any potential conflict arising from Northland effecting <br />or otherwise assisting such other clients in connection with such transactions is mitigated by means of <br />such activities being engaged in on customary terms through other business units of Northland that <br />operate independently from Northland’s Municipal Advisory business, thereby reducing or <br />eliminating the likelihood that the interests of such other clients would have an impact on the services <br />provided by Northland to the Client under this Agreement. Northland has policies and procedures in <br />place to ensure that Northland as a broker-dealer is not participating in bidding or determining market <br />prices for the Client’s transaction that is covered under this Agreement. <br />Northland Capital Holdings is the parent company of Northland Securities. A subsidiary of <br />Northland Capital Holdings is Northland Trust, Inc. Northland Trust provides paying agent services <br />to issuers of municipal bonds. The Client is solely responsible for the decision on the source of paying <br />agent services. Any engagement of Northland Trust is outside the scope of this Agreement. No <br />compensation paid to Northland Trust is shared with Northland Securities. <br />Northland is not aware of any additional material conflicts of interest that could reasonably be <br />anticipated to impair Northland’s ability to provide advice to or on behalf of the Client in accordance <br />with the standards of conduct for municipal advisors. <br />LEGAL AND DISCIPLINARY ACTIONS <br />There are no legal or disciplinary events reported by the Securities and Exchange Commission <br />contained in Form MA or Form MA-I. The Client can find information about these forms and accessing <br />information related to Northland at www.sec.gov/municipal/oms-edgar-links. <br />SUCCESSORS OR ASSIGNS <br />The terms and provisions of this Agreement are binding upon and inure to the benefit of the Client <br />and Northland and their successors or assigns.