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1. Acceptance of Offer. The offer of the Bank of Zumbrota,in Zumbrota,Minnesota <br /> (the"Purchaser"),to purchase the Certificate and to pay therefor the sum of$176,000,plus interest <br /> accrued to settlement,if any,all in accordance with the terms and at the rate of interest hereinafter <br /> set forth,is hereby accepted. <br /> 2. Certificate Terms; Original Issue Date; Denominations; Maturities; Interest and <br /> Redemption. The City shall forthwith issue the Certificate,which shall be in fully registered form <br /> without interest coupons, shall be dated,mature, bear interest, and be subject to redemption and <br /> be payable as provided in the form of the Certificate. <br /> 3. Purpose. The Certificate shall provide funds to finance the Equipment. The total <br /> cost of the Equipment, which shall include all costs enumerated in Minnesota Statutes, Section <br /> 475.65,is estimated to be at least equal to the amount of the Certificate. <br /> 4. Registrar. The City Clerk, or designee,in Pequot Lakes, Minneapolis,Minnesota, <br /> is appointed to act as registrar and transfer agent with respect to the Certificate(the"Registrar"), <br /> and shall do so unless and until a successor Registrar is duly appointed. The Registrar shall also <br /> serve as paying agent unless and until a successor paying agent is duly appointed. Principal and <br /> interest on the Certificate shall be paid to the registered owner(or record owner)of the Certificate <br /> in the manner set forth in the form of Certificate. <br /> 5. Form of Certificate. The Certificate, together with the Certificate of Registration, <br /> shall be in substantially the following form: <br /> 2 <br /> 72511616v1 <br />