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(d) The Underwriters acknowledge that sales of any Bonds to any person that is a <br /> related party to either of the Underwriters shall not constitute sales to the public for purposes of this section . <br /> Further, for purposes of this section : <br /> i . "public" means any person other than an underwriter or a related party, <br /> ii . "underwriter" means (A) any person that agrees pursuant to a written contract with <br /> the County (or with the lead underwriter to form an underwriting syndicate) to <br /> participate in the initial sale of the Bonds to the public and (B ) any person that <br /> agrees pursuant to a written contract directly or indirectly with a person described <br /> in clause (A) to participate in the initial sale of the Bonds to the public (including <br /> a member of a selling group or a party to a retail distribution agreement <br /> participating in the initial sale of the Bonds to the public) , <br /> iii . a purchaser of any of the Bonds is a "related party" to an underwriter if the <br /> underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% <br /> common ownership of the voting power or the total value of their stock, if both <br /> entities are corporations (including direct ownership by one corporation of <br /> another) , ( ii) more than 50% common ownership of their capital interests or profits <br /> interests , if both entities are partnerships (including direct ownership by one <br /> partnership of another) , or (iii) more than 50% common ownership of the value of <br /> the outstanding stock of the corporation or the capital interests or profit interests <br /> of the partnership, as applicable , if one entity is a corporation and the other entity <br /> is a partnership (including direct ownership of the applicable stock or interests by <br /> one entity of the other) , and <br /> iv. "sale date" means the date of execution of this Bond Purchase Agreement by all <br /> parties . <br /> (4) Official Statement, The County hereby ratifies and approves the Preliminary Official <br /> Statement dated May 29, 2025 (the "Preliminary Official Statement") , and consents to its distribution and <br /> use by the Underwriters prior to the date hereof in connection with the public offering and sale of the Bonds . <br /> The County confirms that the Preliminary Official Statement was " deemed final" by the County as of its <br /> date for purposes of Rule 15c2- 12 of the United States Securities and Exchange Commission under- the <br /> Securities Exchange Act of 1934 (the "Rule") . Upon acceptance of this offer, the County shall prepare a <br /> final Official Statement and shall , within the earlier of seven (7) business days following the date hereof or <br /> two business days prior to the Closing Date (as hereinafter defined) , deliver to the Underwriters printed <br /> copies of such final Official Statement (such final Official Statement, together with any amendment or <br /> supplement thereto , being the " Official Statement") in sufficient quantity as may reasonably be required by <br /> the Underwriters in order to comply with the Rule and any applicable rules of the Municipal Securities <br /> Rulemaking Board (the "MSRB ") . The County hereby authorizes and approves the Official Statement and <br /> consents to the use and distribution of the Official Statement by the Underwriters in connection with the <br /> public offering and sale of the Bonds . At the time of or prior to the Closing, the Underwriters will file, or <br /> cause to be filed, the Official Statement with the MSRB . In addition, the County hereby approves and <br /> authorizes the Underwriters to coordinate the printing of the Official Statement and consents to the <br /> electronic distribution of the Official Statement. <br /> -3 - <br />