Common use of Offering Clause in Contracts

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's ’s pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section ‎2‎(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Clearlake Investor by written notice (a "Subscription Notice") a percentage of such New Securities pro rata based on the relative number of Shares held by such Clearlake Investor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company's Shares, stock options and warrants. Each such Clearlake Investor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Clearlake Investors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Clearlake Investor participating in such purchase shall also be obligated to execute agreements in the form presented to such Clearlake Investor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Clearlake Investors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Clearlake Investor who is not an "accredited investor" as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Clearlake Investor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Clearlake Investor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder's receipt of such Subscription Notice (the "Subscription Period"), a written commitment describing its election hereunder (an "Election Notice"). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Clearlake Investor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Clearlake Investor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We will Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with any applicable requirement of the Securities Act, the Exchange Act Applicable Laws and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions this Agreement (including Underwriters) not eligible for NASD membership who agree Schedule “A” to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to offers and sales of Offered Units in the offering United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis, in connection with the distribution of the SecuritiesOffered Units and the Company shall execute and file with the Securities Commissions all forms, you shall purchase notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Units outside of Canada may lawfully occur without the necessity of filing a prospectus or contract any similar document under the Applicable Laws outside of Canada. The Underwriters agree to purchase any offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Offered Units to purchasers in the United States only in compliance with Schedule “A” attached hereto, and, subject to the consent of Our Securities sold or loaned directly by usthe Company (acting reasonably), in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess Selling Jurisdictions outside of the concession to dealers Qualifying Jurisdictions or the United States where permitted by and in accordance with respect thereto Applicable Laws and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost applicable securities laws of such purchaseother jurisdictions, including commissionsand provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, accrued interest, amortization of original issue discount the Company shall not be required to become registered or dividends file a prospectus or registration statement or similar document in such jurisdictions and transfer taxes on redeliverythe Company will not be subject to any continuous disclosure requirements in such jurisdictions.

Offering. We will comply with any applicable requirement (a) The Representative, on behalf of the Securities ActUnderwriters, hereby certifies that the Underwriters have made a bona fide public offering of all the Bonds as of the date hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriters shall provide the District with information regarding the prices or yields at which a representative portion (the first price at which at least 10%) of each maturity of the Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Bonds. Subsequent to such initial public offering, the Underwriters reserve the right to change such initial public offering prices or yields as they deem necessary in connection with the marketing of the Bonds; provided that the Underwriters shall not change the interest rates on the Bonds set forth in Appendix A. The Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. (b) The District hereby ratifies, approves and confirms the distribution of this Purchase Agreement, the Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Bonds, in connection with the public offering and sale of the Bonds by the Underwriters. (c) The Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement, and hereby agree that they will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Bonds during the underwriting period (as such term is defined in MSRB Rule G- 11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii“Rule 15c2- 12”). (d) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriters shall be correspondingly reduced. We will obtain an agreement containing construed as a representation of the representations District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities electronic form. (e) The Underwriters hereby agree that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriters will send to any potential purchaser of the Registration Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. (f) The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriters within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does Underwriters, which approval shall not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverybe unreasonably withheld.

Offering. We 4.1 The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital E and the Underwriting Agreement in the Rump Offering. 4.2 Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. 4.3 The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. 4.4 The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with paragraph 4.3 above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this paragraph 4.4 shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this paragraph 4.4 by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. 4.5 Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement.

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Sponsor by written notice (a "Subscription Notice") a percentage of such New Securities pro rata based on the relative number of Shares held by such Sponsor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company's Shares, stock options and warrants. Each such Sponsor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Sponsors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Sponsor participating in such purchase shall also be obligated to execute agreements in the form presented to such Sponsor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Sponsors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Sponsor who is not an "accredited investor" as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Sponsor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Sponsor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder's receipt of such Subscription Notice (the "Subscription Period"), a written commitment describing its election hereunder (an "Election Notice"). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Sponsor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Sponsor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We will comply with any applicable requirement The Underwriter agree to make a bona fide public offering of all the Bonds initially at prices not in excess of the Securities Actinitial public offering prices as shown in Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriter shall provide the District with information regarding the prices at which a representative portion of each maturity of the Bonds were sold to the public, in such form as the District and any other applicable Federal or state statute Bond Counsel may reasonably request, for purposes of determining the yield on the Bonds. Subsequent to the establishment of initial public offering prices for federal tax purposes as determined by Bond Counsel the Underwriter reserve the right to change the public offering prices as they deem necessary in connection with the marketing of the Bonds. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts); and others at prices lower than the public offering price set forth in Schedule 1 hereto. The District hereby ratifies, approves, and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement, and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for Preliminary Official Statement, in connection with the public offering and sale of the Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and agrees that it will be promptly offered in conformity provide, consistent with the Prospectus requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Bonds during the order period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB, through its Electronic Municipal Market Access, on or Offering Circular before the Closing Date, and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and riskregulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission (“Rule 15c2-12”). You may reserve for saleThe Underwriter hereby agrees that prior to the time the final Official Statement is available, sell the Underwriter will send to any potential purchaser of the Bonds, upon request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver by electronic means to the Underwriter within seven business days from the date hereof, with so many copies of the Official Statement of the District with respect to the Bonds as the Underwriter shall reasonably request to follow, signed by an authorized District representative, dated as of the date hereof, substantially in the form of the Preliminary Official Statement with such changes thereto as shall be approved by the Representative, which approval shall not be unreasonably withheld. Inasmuch as this purchase and deliver for our account any of Our Securities sale represents a negotiated transaction, the District acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to customersthis Purchase Contract is an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) to dealers (including Underwriters) who are members of the NASD Underwriter is acting solely as a principal and agree to comply with the terms of Section 16 below and (iii) to foreign dealers is not acting as a municipal advisor, financial advisor or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior fiduciary to the filing of the Registration Statement, subject District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement District with respect to the offering transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the SecuritiesUnderwriter has provided other services or is currently providing other services to the District on other matters), you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal the only obligations the Underwriter has to the total cost District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract, except as otherwise provided by applicable rules and regulations of such purchasethe SEC or the rules of the MSRB, including commissionsand (iv) the District has consulted its own legal, accrued interestaccounting, amortization tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of original issue discount or dividends and transfer taxes on redeliveryreceipt of the required Underwriter disclosure under rule G-17 of the MSRB.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contractsthis paragraph, the Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. If Notwithstanding any provision herein or in the total Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the unsold Securities does not exceed 15% of all Securities, you may sell Commission or the unsold Securities for the Underwriters Staff as you determine. If prior to the termination of addressed in this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverySection 2(f).

Offering. We will comply with any applicable requirement The Underwriter hereby certifies that it has made a bona fide public offering of all the Refunding Bonds as of the Securities Actdate hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriter shall provide the District with information regarding the prices or yields at which a representative portion (at least 10%) of each maturity of the Refunding Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Refunding Bonds. Subsequent to such initial public offering, the Underwriter reserves the right to change such initial public offering prices or yields as it deems necessary in connection with the marketing of the Refunding Bonds; provided that the Underwriter shall not change the interest rates on the Refunding Bonds set forth in Appendix A. The Refunding Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the District Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Refunding Bonds, in connection with the public offering and sale of the Refunding Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and hereby agrees that it will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Refunding Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Refunding Bonds during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Refunding Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriter shall be correspondingly reducedconstrued as a representation of the District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in electronic form. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriter hereby agrees that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriter will send to any potential purchaser of the Registration Refunding Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriter within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does Underwriter, which approval shall not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverybe unreasonably withheld.

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Sponsor by written notice (a “Subscription Notice”) a percentage of such New Securities pro rata based on the relative number of Shares held by such Sponsor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company’s Shares, stock options and warrants. Each such Sponsor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Sponsors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Sponsor participating in such purchase shall also be obligated to execute agreements in the form presented to such Sponsor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Sponsors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Sponsor who is not an “accredited investor” as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Sponsor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Sponsor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder’s receipt of such Subscription Notice (the “Subscription Period”), a written commitment describing its election hereunder (an “Election Notice”). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Sponsor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Sponsor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We (1) The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital (F) and the Underwriting Agreement in the Rump Offering. (2) Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. (3) The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. (4) The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with Article 4(3) above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this Article 4(4) shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this Article 4(4) by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. (5) Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement (No Acting in Concert).

Offering. We will comply with If the Company issues or sells or authorizes the issuance or sale of any applicable requirement of the New Securities Act(as defined below), the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales Company shall offer to each Stockholder a portion of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our such New Securities (i) to customersand if more than one class of securities is included in the New Securities, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us then a portion of the amount of Our Securities which we will retain for direct sale. Any Securities reserved each such class of securities included in the New Securities) equal to the quotient determined by you for sale for our account but not sold may be released dividing (A) the number of shares of Common Stock on a Fully Diluted Basis held by you to us for direct salesuch Stockholder, by (B) the aggregate amount of shares of Common Stock on a Fully Diluted Basis, in which event each case determined before giving effect to the amount issuance of Securities so reserved New Securities. Each such Stockholder shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us entitled to purchase such New Securities at the most favorable price and on the most favorable economic terms as such New Securities are offered and sold; provided that if a price equal Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the total cost Company, each Stockholder exercising its rights pursuant to this Section shall also be required to purchase such other securities on the same economic terms and conditions as those on which the offeree or purchaser of the New Securities is or was required to purchase such other securities (e.g., such holder shall be required to purchase the same types and classes of other securities, in the same proportions relative to their purchases of New Securities and at the same unit prices). For example, if the Company offers to sell shares of Common Stock and requires that, as part of such purchase, the offeree of such Common Stock must also purchase shares of Company preferred stock, each Stockholder exercising rights to purchase shares of Common Stock pursuant to this Section 4A would be obligated also to purchase the corresponding proportionate amount of Company preferred stock at the same price per share reflected in the Company’s offer. Each Stockholder participating in such purchase shall also be obligated to execute agreements in the form presented to such holder by the Company, so long as such agreements (including commissions, accrued interest, amortization any representations or warranties contained therein) are substantially similar to those to be or previously executed by other purchasers of original issue discount or dividends New Securities (without taking into consideration any rights which do not entitle such other purchaser(s) to a higher economic return on the New Securities than the economic return to which the Stockholders exercising rights pursuant to this Section 4A and thereby participating in such transaction will be entitled with respect to New Securities). The purchase price for all New Securities offered to each Stockholder shall be payable in cash by wire transfer taxes on redeliveryof immediately available funds to an account designated by the Company.

Offering. We will comply with If the Company issues or sells or authorizes the issuance or sale of any applicable requirement of the New Securities Act(as defined below), the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales Company shall offer to each Stockholder a portion of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our such New Securities (i) to customersand if more than one class of securities is included in the New Securities, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us then a portion of the amount of Our Securities which we will retain for direct sale. Any Securities reserved each such class of securities included in the New Securities) equal to the quotient determined by you for sale for our account but not sold may be released dividing (A) the number of shares of Common Stock on a Fully Diluted Basis held by you to us for direct salesuch Stockholder, by (B) the aggregate amount of shares of Common Stock on a Fully Diluted Basis, in which event each case determined before giving effect to the amount issuance of Securities so reserved New Securities. Each such Stockholder shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us entitled to purchase such New Securities at the most favorable price and on the most favorable economic terms as such New Securities are offered and sold; provided that if a price equal Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the total cost Company, each Stockholder exercising its rights pursuant to this Section shall also be required to purchase such other securities on the same economic terms and conditions as those on which the offeree or purchaser of the New Securities is or was required to purchase such other securities (e.g., such holder shall be required to purchase the same types and classes of other securities, in the same proportions relative to their purchases of New Securities and at the same unit prices). For example, if the Company offers to sell shares of Common Stock and requires that, as part of such purchase, the offeree of such Common Stock must also purchase shares of Company preferred stock, each Stockholder exercising rights to purchase shares of Common Stock pursuant to this Section 4A would be obligated also to purchase the corresponding proportionate amount of Company preferred stock at the same price per share reflected in the Company's offer. Each Stockholder participating in such purchase shall also be obligated to execute agreements in the form presented to such holder by the Company, so long as such agreements (including commissions, accrued interest, amortization any representations or warranties contained therein) are substantially similar to those to be or previously executed by other purchasers of original issue discount or dividends New Securities (without taking into consideration any rights which do not entitle such other purchaser(s) to a higher economic return on the New Securities than the economic return to which the Stockholders exercising rights pursuant to this Section 4A and thereby participating in such transaction will be entitled with respect to New Securities). The purchase price for all New Securities offered to each Stockholder shall be payable in cash by wire transfer taxes on redeliveryof immediately available funds to an account designated by the Company.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Clearlake Investor by written notice (a “Subscription Notice”) a percentage of such New Securities pro rata based on the relative number of Shares held by such Clearlake Investor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company’s Shares, stock options and warrants. Each such Clearlake Investor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Clearlake Investors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Clearlake Investor participating in such purchase shall also be obligated to execute agreements in the form presented to such Clearlake Investor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Clearlake Investors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Clearlake Investor who is not an “accredited investor” as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Clearlake Investor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Clearlake Investor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder’s receipt of such Subscription Notice (the “Subscription Period”), a written commitment describing its election hereunder (an “Election Notice”). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Clearlake Investor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Clearlake Investor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We will comply with any applicable requirement (a) It shall be a condition to the Authority’s obligation to sell and issue the Bonds to the Underwriter and to the Underwriter’s obligation to purchase, to accept delivery of and to pay for Bonds that the entire aggregate principal amount of the Securities ActBonds referred to in Section 1 shall be issued by the Authority and purchased, accepted and paid for by the Underwriter at the Closing (as defined herein). The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Exchange Act Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deem necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than such initial public offering prices. The City and the Authority hereby authorize the use by the Underwriter of this Bond Purchase Contract, the Indenture, the Lease, the Site Lease, the Assignment Agreement, the Authority Resolution, the City Resolution, the Continuing Disclosure Agreement and the Official Statement, and any other applicable Federal supplements or state statute amendments thereto, and the rules and regulations thereunder. We will make no sales information contained in each of Securities until you release us to do so. Any Securities released to us for such documents, in connection with the public offering will be promptly offered in conformity and sale of the Bonds. This Bond Purchase Contract, the Indenture, the Lease, the Site Lease, the Assignment Agreement, the Authority Resolution, the City Resolution and the Continuing Disclosure Agreement are referred to herein as the “Legal Documents.” (b) The Underwriter agrees as follows: (i) to file, on or before the date of Closing, a copy of the Official Statement, including any supplements thereto, with the Prospectus or Offering Circular MSRB through its Electronic Municipal Market Access system; and (ii) to take any and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action actions necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members rules of the NASD Securities and agree Exchange Commission and the MSRB which are applicable to comply with the terms of Section 16 below Underwriter governing the offering, sale and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Bonds to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryultimate purchasers.

Offering. We (1) The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital (E) and the Underwriting Agreement in the Rump Offering. (2) Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. (3) The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. (4) The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with Article 4(3) above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this Article 4(4) shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this Article 4(4) by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. (5) Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement (No Acting in Concert).

Offering. We will comply with any applicable requirement The Underwriter agrees to make a bona fide public offering of all the Notes. The County hereby ratifies, approves, and confirms the distribution of the Securities ActCounty Resolution, and the District hereby ratifies, approves, and confirms the distribution of the Preliminary Official Statement of the District with respect to the Notes, dated [ ], 2024 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the Exchange Act “Preliminary Official Statement”), in connection with the public offering and any other applicable Federal sale of the Notes by the Underwriter. The District hereby agrees to deliver or state statute cause to be delivered to the Underwriter, within seven business days after the date hereof, copies of the Official Statement, consisting of the Preliminary Official Statement with such changes as may be made with the approval of the District and the rules Underwriter (the “Official Statement”), in such reasonable quantity as the Underwriter shall request. The Underwriter hereby represents that it has received and regulations thereunder. We reviewed the Preliminary Official Statement, and agrees that it will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity provide, consistent with the Prospectus requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Notes during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to a national repository on or Offering Circular before the date of Closing, and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Notes, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriter hereby agrees that are registered under the Act and issued by a company that was not, immediately prior to the filing time the final Official Statement is available, the Underwriter will send to any potential purchaser of the Registration StatementNotes, subject to the requirements of Section 13(a) or 15(d) upon request, a copy of the Exchange Act, we agree that unless otherwise advised most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by you and disclosed in first class mail (or other equally prompt means) not later than the Prospectus we will not make sales to any account over first business day following the date upon which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on each such request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryis received.

Offering. We will comply with any applicable requirement of The Agents are to solicit offers for the Securities Actutilizing the Pre-Effective Prospectus as then amended or supplemented which has been most recently delivered to the Agents by the Company, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We Agents will make no sales of Securities until you release us solicit offers to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except purchase only as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued the Rules and Regulations and permitted or contemplated in the Pre-Effective Prospectus as then amended or supplemented and herein. The Agents are not authorized to give any information or to make any representation not contained in the Pre-Effective Prospectus or the documents incorporated by a company that was notreference or specifically referred to therein and upon the Registration Statement becoming effective, immediately prior to the filing Effective Prospectus and the Final Prospectus, in connection with the offer and sale of the Registration Statement, subject Securities. The Agents will not use any additional marketing materials in connection with any offer or sale of the Securities other than materials approved by the Company. If an Agent elects to distribute these additional marketing materials under the requirements of so called "free writing" exemption embodied in Section 13(a) or 15(d2(10)(a) of the Exchange ActAct (any such marketing materials, we agree "Free Writing Materials"), the Agent will first allow the Company to review and approve such materials and then ensure that unless any intended recipients of such Free Writing Materials receive an Effective Prospectus and the Final Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Securities without your and our prior written consent. Unless otherwise advised instructed by the Company, you shall communicate to the Company, orally or in writing, each offer to purchase Securities. The Company shall have the sole right to accept offers to purchase Securities and disclosed may reject any proposed offers to purchase Securities in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company agrees to pay to you for soliciting offers to purchase Securities, a commission in the amount of _% or $_____ per share sold (a "Commission"). The actual aggregate amount of Commissions with respect to which the offering of Securities may entail will be set forth in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of Supplement included in the unsold amount of Our SecuritiesFinal Prospectus. You may at any time (i) reserve and the other Agents will share in the above-mentioned Commissions in such Securities for sale by you for our account, (ii) purchase any proportions and upon such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters terms as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you and they may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryagree.

Offering. We will comply with any applicable requirement The Underwriter hereby certifies that it has made a bona fide public offering of all the Bonds as of the Securities Actdate hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriter shall provide the District with information regarding the prices or yields at which a representative portion (at least 10%) of each maturity of the Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Bonds. Subsequent to such initial public offering, the Underwriter reserves the right to change such initial public offering prices or yields as it deems necessary in connection with the marketing of the Bonds; provided that the Underwriter shall not change the interest rates on the Bonds set forth in Appendix A. The Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the District Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Bonds, in connection with the public offering and sale of the Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and hereby agrees that it will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Bonds during the underwriting period (as such term is defined in MSRB Rule G- 11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2- 12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriter shall be correspondingly reducedconstrued as a representation of the District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in electronic form. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriter hereby agrees that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriter will send to any potential purchaser of the Registration Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriter within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does Underwriter, which approval shall not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverybe unreasonably withheld.

Offering. We will comply with Dealer shall provide a detailed and itemized invoice for any applicable requirement such due diligence expenses, and in addition, Dealer shall obtain the prior written approval from the Dealer Manager for any expenses that are, in the aggregate, greater than $100,000 per calendar quarter. Such expenses shall be reimbursed within 15 business days following the Dealer Manager’s receipt of each detailed and itemized invoice. Notwithstanding the Securities Actforegoing, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering such payment will be promptly offered in conformity with made if such payment would cause the Prospectus or Offering Circular aggregate of such reimbursements to Dealer and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United Statesother broker-dealers, its territories or possessions, we will take all action necessary to comply together with all applicable laws at our own expense other organization and risk. You may reserve for saleoffering expenses, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securitiesthe Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, you may sell and subject to the unsold Securities restrictions and limitations imposed under the Prospectus, FINRA rules and other applicable laws and regulations. CHECK EACH APPLICABLE BOX BELOW IF DEALER ELECTS TO PARTICIPATE IN THE DISTRIBUTION OF THE LISTED SHARE CLASS ☐ Class T Shares ý Class S Shares ☐ Class D Shares ý Class I Shares The following reflects the selling commission, dealer manager fee and/or the Distribution Fee as agreed upon between the Dealer Manager and Dealer for the Underwriters as you determineapplicable Share Class. If prior Class T Shares ________ (Initials) Upfront Selling Commission of 3.0% of the transaction price per Class T share sold in the Primary Offering* By initialing here, Dealer hereby agrees to the termination terms of the Agreement and this Agreement Exhibit A with respect to the offering Class T shares. ________ (Initials) Upfront Dealer Manager Fee of 0.5% of the Securitiestransaction price per Class T share sold in the Primary Offering* By initialing here, you shall purchase or contract Dealer hereby agrees to purchase any the terms of Our Securities sold or loaned directly by usthe Agreement and this Exhibit A with respect to the Class T shares. ________ (Initials) Distribution Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class T shares, in your discretion you may consisting of an advisor Distribution Fee of 0.65% (i) sell for our account Annualized Rate), and a dealer Distribution Fee of 0.20% (Annualized Rate), of the Securities so purchased and debit or credit our account aggregate NAV of outstanding Class T shares. By initialing here, Dealer agrees to the terms of eligibility for the loss or profit resulting from such saleDistribution Fee set forth in this Exhibit A. Should Dealer choose to opt out of this provision, (ii) charge our account with an amount it will not in excess be eligible to receive the Distribution Fee and initialing is not necessary. Dealer represents by its acceptance of each payment of the concession Distribution Fee that it complies with each of the above requirements. Class S Shares /s/ CL (Initials) Upfront Selling Commission up to dealers 3.5% of the transaction price per Class S share sold in the Primary Offering* By initialing here, Dealer hereby agrees to the terms of the Agreement and this Exhibit A with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost Class S shares. /s/ CL (Initials) Distribution Fee of such purchase0.85% (Annualized Rate) of aggregate NAV of outstanding Class S shares By initialing here, including commissionsDealer agrees to the terms of eligibility for the Distribution Fee set forth in this Exhibit A. Should Dealer choose to opt out of this provision, accrued interestit will not be eligible to receive the Distribution Fee and initialing is not necessary. Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. Class D Shares ________ (Initials) Distribution Fee of 0.25% (Annualized Rate) of aggregate NAV of outstanding Class D shares By initialing here, amortization Dealer agrees to the terms of original issue discount or dividends eligibility for the Distribution Fee set forth in this Exhibit A. Should Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and transfer taxes on redeliveryinitialing is not necessary. Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. * Subject to discounts described in the “Plan of Distribution” section of the Prospectus.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non- appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We Subject to all of the terms and conditions of this Agreement: (a) Company is offering the Securities via a private offering (the “Offering”) for sale to accredited investors (as defined in Section 1(c) below) and, in connection with the Offering, will comply permit the Placement Agent and the Placement Agent’s selected dealers, if any, to offer the Securities to accredited investors on terms and conditions in substantially the same form as the “Summary of Proposed Terms and Conditions of Offering” attached hereto as Exhibit A. Notwithstanding anything herein to the contrary, Company and the Placement Agent acknowledge and agree that the Placement Agent will serve as the non-exclusive placement agent for Company in connection with any applicable requirement the Offering. As used in this Agreement, “affiliates” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. Notwithstanding the foregoing, the Placement Agent acknowledges and understands that Company has and may continue to engage other registered broker dealers to serve as co-placement agent in this Offering. (b) Placement of the Securities by the Placement Agent will be made on a best efforts basis. The Securities will be offered by Placement Agent to prospective investors, which, subject to compliance with the requirements for other investors, may include related parties of the Placement Agent and Company, commencing on the date of this Agreement and terminating on the date that this Agreement terminates. The date upon which the Offering shall terminate shall be referred to as the “Termination Date.” Any purchases by the respective officers, directors, employees and affiliates of Company and the Placement Agent may be used to satisfy any agreed-upon minimum subscription amount for the Offering. (c) Company shall not accept subscriptions from, or sell Securities to, and the Placement Agent shall not solicit or make any offers on behalf of Company to, any persons that do not qualify as (or are not reasonably believed to be) “accredited investors”, as such term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). (d) The Offering will be made by the Placement Agent on behalf of Company solely pursuant to the Memorandum, which at all times will be in form and substance reasonably acceptable to Company, the Exchange Act Placement Agent and any other applicable Federal or state statute and the rules and regulations thereundertheir respective counsel. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered As used in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside , “Memorandum” means Company’s confidential private placement memorandum, securities purchase agreement or other appropriate Company-approved disclosure documentation, inclusive of all schedules, exhibits, attachments and all amendments, restatements, supplements and appendices thereto, and other Company-approved documents that the United States, its territories or possessions, we will take all action necessary Placement Agent may use on Company’s behalf to sell the Securities. (e) The Placement Agent shall comply with all applicable broker-dealer registration requirements, applicable federal and state securities laws at our own expense and risk. You may reserve for sale, sell all Financial Industry Regulatory Authority (“FINRA”) regulations with respect to the Offering and deliver for our account any of Our Securities will conduct the Offering in accordance with Regulation D (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 as defined below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities). In connection with any Offering of Securities that are registered under the Act and issued Offering, the Placement Agent will deliver to each prospective investor contacted by a company that was notthe Placement Agent, immediately prior to the filing Company’s acceptance of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting subscription from such saleprospective investor, the Offering Documents. As used in this Agreement, “Offering Documents” means the Memorandum and any other Company-approved subscription documents related thereto, including, without limitation, such subscription documents as the Placement Agent may reasonably require to be executed by its potential investors (iie.g., anti-money laundering form, client suitability form, etc.) charge our account in connection with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryOffering.

Offering. We will comply with any applicable requirement The Underwriters hereby certify that they have made a bona fide public offering of all the Refunding Bonds as of the Securities Actdate hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriters shall provide the District with information regarding the prices or yields at which a representative portion (at least 10%) of each maturity of the Refunding Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Refunding Bonds. Subsequent to such initial public offering, the Underwriters reserve the right to change such initial public offering prices or yields as they deem necessary in connection with the marketing of the Refunding Bonds; provided that the Underwriters shall not change the interest rates on the Refunding Bonds set forth in Appendix A. The Refunding Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Refunding Bonds, in connection with the public offering and sale of the Refunding Bonds by the Underwriters. The Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement, and hereby agree that they will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Refunding Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Refunding Bonds during the Underwriting Period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Refunding Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriters shall be correspondingly reducedconstrued as a representation of the District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in electronic form. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriters hereby agree that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriters will send to any potential purchaser of the Registration Refunding Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriters within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company Underwriters, which approval shall not be unreasonably withheld. Notwithstanding any prior amendments or supplements to the Official Statement made pursuant to Delayed Delivery Contracts. If this Section, the total of District, in cooperation with the unsold Securities does Representative, shall prepare an updated Official Statement (the “Updated Official Statement”), dated a date not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If more than 25 nor less than ten days prior to the termination Settlement Date, which, as of this Agreement with respect such date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The District shall furnish to the offering Representative, at or before the Settlement, sufficient copies of the SecuritiesUpdated Official Statement, you at least one of which will be in word searchable portable document format (pdf) and two of which shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess be signed on behalf of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryDistrict.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section ‎2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section ‎2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, If after the date hereof the Company issues or sells or authorizes the issuance or sale of any New Securities (iias defined in Section 4C below) to dealers any holder of Stockholder Shares or any Affiliate thereof (including Underwriters) who other than to any such holder or Affiliate thereof to the extent such New Securities are members issued or sold to such Person in such Person's capacity as an underwriter or placement agent for the Company, provided that the sale of New Securities by such underwriter or placement agent to any other holder of Stockholder Shares or any Affiliate thereof shall be subject to this Section 4), the Company shall offer each holder of Stockholder Shares a percentage of such New Securities equal to the percentage result of the NASD and agree to comply with quotient determined by dividing (a) the terms number of Section 16 below and shares of Common Stock that are Stockholder Shares held by such holder on a Fully Diluted Basis, by (iiib) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms aggregate number of Section 16 belowshares of Common Stock that are Stockholder Shares on a Fully Diluted Basis. Sales Each such holder of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved Stockholder Shares shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us entitled to purchase such New Securities at the most favorable price and on the most favorable other economic terms as such New Securities are to be sold or issued; provided that, if a price equal Person participating in such purchase of New Securities is or was required in connection therewith also to purchase other securities of the total cost Company (including any debt instruments or participations therein), the holders of Stockholder Shares exercising their rights pursuant to this Section 4A shall also be required to purchase such other securities on the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities (e.g., such holder shall be required to purchase the same types and classes of other securities, in the same proportions relative to their purchases of New Securities and at the same unit prices). For example, if the Company offers to sell shares of Common Stock constituting New Securities under the circumstances described in the first sentence of this paragraph and requires, as part of such purchase, including commissionsthe offeree of such Common Stock to also purchase a junior subordinated promissory note, accrued interesteach holder of Stockholder Shares exercising rights to purchase shares of Common Stock pursuant to this Section 4A would be obligated also to purchase, amortization at the same price per $1000 of original issue discount principal, a junior subordinated promissory note in a proportionate principal amount (i.e., so that the ratio of the purchase price paid for the shares of Common Stock purchased by each holder to the principal amount of the junior subordinated promissory note purchased by such holder shall be the same for each such purchaser). Each holder of Stockholder Shares participating in such purchase shall also be obligated to execute agreements in the form presented to such holder by the Company, so long as such agreements are substantially similar to those proposed by the Company to be executed by other purchasers of New Securities (without taking into consideration any rights which do not entitle any purchaser to a higher economic return on the New Securities than the economic return to which the other Stockholders participating in such transaction will be entitled with respect to such New Securities. The purchase price for all New Securities offered to each holder of Stockholder Shares shall be payable in cash by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding anything to the contrary contained herein, the Company shall not have any obligation to issue, or dividends to offer to issue, any equity securities under this Section 4 to any holder of Stockholder Shares who is not an "accredited investor" as such term is defined in Regulation D under the Securities Act. (ii) In order to exercise its purchase rights hereunder, each holder of Stockholder Shares must deliver a written notice (an "Election Notice") to the Company describing its election hereunder. Such Election Notice must be delivered to the Company during the 15-day period (the "Offering Period") following such holder's receipt of written notice from the Company describing in reasonable detail the type, class and transfer taxes on redelivery.number of New Securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment. Any holder of Stockholder Shares may designate one or more Affiliates of such Stockholder to exercise its purchase rights under this Section 4A.

Offering. We will comply If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement or, in its sole and absolute discretion, take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the SEC reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We The Subscriber, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, hereby acknowledges that the Subscription Receipts subscribed to hereunder form part of an offering of up to 14,000,000 Subscription Receipts for aggregate gross proceeds of up to approximately US$14,000,000 directly by the Corporation, to be issued and sold by the Corporation pursuant to the Subscription Agreement and the Subscription Receipt Certificates (the “Offering”).; On the Closing Date, the gross proceeds raised in connection with the Offering (collectively, the “Subscription Proceeds”) will comply with any applicable requirement be delivered to and held in escrow on behalf of the Securities Actsubscribers of Subscription Receipts (including the Subscriber) by the Corporation in a segregated account and invested in an interest bearing account, short-term obligations of, or guaranteed by, the Exchange Act and Government of Canada or any other applicable Federal investments that may be approved by the Corporation (the Subscription Proceeds, together with all interest and other income earned thereon, the “Escrowed Funds”), pending the satisfaction or state statute and waiver (to the rules and regulations thereunderextent such waiver is permitted) of the Escrow Release Condition at or prior to the Escrow Release Deadline, in accordance with the provisions of the Subscription Receipt Certificates. We The Escrowed Funds will make no sales of Securities until you release us to do so. Any Securities be released to us for public offering will be promptly offered in conformity with the Prospectus Corporation upon the satisfaction or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside waiver (to the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (iextent such waiver is permitted) to customers, (ii) to dealers (including Underwriters) who are members of the NASD Escrow Release Condition at or before the Escrow Release Deadline, at which time each Subscription Receipt shall automatically be exchanged for one Underlying Share and agree one half (1/2) of one Warrant (such date hereinafter referred to comply as the “Escrow Release Date”). Unless the consent of holders of not less than 66 2/3% of the then outstanding Subscription Receipts is obtained pursuant to the terms of the Subscription Receipt Certificates, in the event that the Escrow Release Condition is not satisfied at or before 5:00 p.m. (Vancouver time) on October 15, 2020 (as the same may be extended in accordance with the terms of Section 16 below and the Subscription Receipt Certificates) (iii) the “Escrow Release Deadline”), the Corporation will return to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree each holder of Subscription Receipts, an amount equal to comply with the terms of Section 16 below. Sales of Securities to customers aggregate Subscription Price for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's Subscription Receipts held by such holder plus a pro rata share of Securities reserved for any interest or other income earned on the Subscription Proceeds, less applicable withholding tax, if any. The Corporation shall use its commercially reasonable efforts to meet the Escrow Release Deadline prior to October 15, 2020. To the extent that the Escrowed Funds are insufficient to pay such sales. You will advise us amounts to the holders of the amount of Our Securities which we Subscription Receipts, the Corporation will retain be liable for direct saleand will be required to contribute such amounts as are necessary to satisfy any shortfall. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing The description of the Registration StatementSubscription Receipts, the Underlying Shares and the Warrants contained in the Term Sheet and this Agreement is a summary only and is subject to the requirements of Section 13(a) or 15(d) provisions of the Exchange Act, we agree that unless otherwise advised by you Subscription Receipt Certificates and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryWarrant Indenture.

Offering. We will comply with any applicable requirement of (1) The Corporation understands that, although the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us offer to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except act as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering Subscription Receipts is made hereunder by the Underwriters to the Corporation as purchasers, the Underwriters have the right to arrange for the Subscription Receipts to be purchased by substituted purchasers (“Substituted Purchasers”): (a) in the Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Securities, you shall purchase or contract Subscription Receipts does not obligate the Corporation to purchase any of Our Securities sold or loaned directly by us, in your discretion you may file a prospectus (i) sell for our account other than the Securities so purchased and debit or credit our account for Qualification Prospectus relating to the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess distribution of the concession Underlying Debentures and the Debenture Shares as contemplated in the Special Warrant Indenture); (b) in the United States on a private placement basis pursuant to dealers the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Underwriters contained in Schedule “A” hereto; and (c) in such other jurisdictions on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement, offering memorandum or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect thereto to the Corporation in such other jurisdictions and credit the Corporation does not thereafter become subject to on-going or continuous disclosure obligations in such amount against other jurisdictions. For greater certainty, to the cost thereof or (iii) require us extent that the Substituted Purchasers purchase Subscription Receipts at the Closing, the Underwriters shall not be obligated to purchase such Securities at a price equal Subscription Receipts and, to the total cost extent that the Substituted Purchasers do not purchase such Subscription Receipts, the Underwriters will remain obligated to purchase such Subscription Receipts. (2) The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the Selling Jurisdictions and in such other jurisdictions as the Underwriters and the Corporation shall determine relating to the sale of the Subscription Receipts. The Corporation undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the issue and sale of the Subscription Receipts so that the distribution of such purchasesecurities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or a comparable document elsewhere. If requested by the Corporation, including commissions, accrued interest, amortization the Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by the Corporation in order to confirm the availability of original issue discount a private placement exemption and by applicable Securities Laws. (3) The certificates (or dividends and transfer taxes on redeliveryelectronic or book entry evidence thereof) representing the Subscription Receipts delivered at Closing shall contain such restrictive legends regarding resale of such securities as are set forth in the Subscription Agreements.

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act Act, the rules and regulations of the NASD and any applicable securities exchange and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwritersunderwriters) who are members of the NASD and agree to comply with the terms of Section 16 17 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below17 below as you shall determine. Sales Reservations for sales to dealers for our account need not be in proportion to our underwriting obligation, but sales of Securities reserved far our account for sale to customers for the account of Underwriters will selected dealers shall be made as nearly as practicable in proportion to their respective Initial Commitments, and sales the ratio which the amount of Securities reserved for our account bears to dealers the aggregate amount of Securities reserved for the account of all Underwriters, as calculated from day to day. Sales to selected dealers may be made under the UBS Securities LLC Master Selected Dealers Agreement, or otherwise. The price to dealers initially shall be, in your discretion, either (i) the offering price with the concession credited to the dealer’s account or (ii) the offering price less a concession, not in excess of the selected dealers concession set forth in the Invitation, in each case payable in accordance with Section 10 below. With your consent, the Underwriters may allow, and dealers may reallow, a discount on sales to any dealer who meets the above NASD requirements in an amount not in excess of the amount set forth in the Invitation. Upon your request, we will be as nearly as practicable in proportion advise you of the identity of any dealer to each Underwriter's pro rata share of Securities reserved for whom we allow such salesa discount and any Underwriter or dealer from whom we receive such a discount. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 17 below from dealers to whom we sell Securities. In connection with any Registered Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold If, in your opinion, such Securities does not exceed 15% of all Securitiesare needed to make delivery against sales made pursuant to Section 8 hereof or any Intersyndicate Agreement, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the SecuritiesSecurities or such other date as you specify in the Invitation, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by usus or pursuant to the “initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) you determine, based on notices from DTC, that our customers sold an amount of Our Securities during any day, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.