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VOTE OF THE BOARD OF SELECTMEN
<br /> 1,the Clerk of the Board of Selectmen of the Town of Masbpee,Massachusetts,,s,certify
<br /> that at a-meeting of the board held August 17,1009,of which meeting all members of the board
<br /> were duly notified and at which a quorum was present,the following votes were unanimously
<br /> passed,all of which appears upon the official record of the board in nay custody:
<br /> Voted: to approve the sale of a$5,500,000 l.25%percent General Obligation
<br /> Bond Anticipation Note(the"Note")of the town dated September 4,2009,and payable
<br /> September 3,201 o,to Jefferies&Co.,Inc. at par and accrued interest,plus a premium of
<br /> $36,411.
<br /> Further Voted: that in connection with the marketing and sale of the Note,the
<br /> preparation and distribution of a Notice of Sale and Preliminary Oficial Statement dated
<br /> August 7, 2009,and a final Official Statement dated August 1 , 2009,each ire such form
<br /> s may be approved by the Town Treasurer, be and hereby are ratified,confirmed,
<br /> approved and adopted.
<br /> Further Voted: that the consent to the financial advisor bidding for the-Note,a.s-
<br /> e ecutedprior to the bidding for the Dote, is hereby confirmed.
<br /> Further Voted:that the Town Treasurer and the Board of Selectmen be,and
<br /> hereby are,authorized to execute and deliver a material events disclosure undertaking in
<br /> compliance with SEC Rule 15c2-12 in such fora as may be approved by bond counsel to
<br /> the Town,which undertaking shall be incorporated by reference in the tote for the
<br /> benefit of the holders of the Note from time to time.
<br /> Further Voted: that each member of the Board of Selectmen,the Town Clerk
<br /> and the Town Treasurer be and hereby are, authorized to take any and all such actions,
<br /> and execute and deliver such certificates,receipts or other documents as may be
<br /> determined by them,or any of them,to be necessary or convenient to carry into effect the
<br /> provisions of the foregoing votes.
<br /> I further certify that the votes were taken at a meeting open to the public,that no vote was
<br /> taken by secret ballot,that notice stating the place, date and time of the meeting was filed with the
<br /> Town Clerk and.a copy thereof pasted in the office of the Town Clerk or on the principal official
<br /> bulletin board of the town at least 48 hours, including Saturdays but not Sundays and legal
<br /> holidays,prior to the time of the meeting and remained so posted at the time of the meeting,that
<br /> no deliberations or decision in connection with the sale of the Note were taken in executive
<br /> session,and that the official record of the meeting was made available to the public promptly and
<br /> remains available to the public,all in accordance with G.L. c.39, s.23B amended.
<br /> Dated: August 1 ,2009
<br /> Clerk of the Board of Selectmen
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