Northern Wasco County People’s Utility District

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CONFIDENTIALITY AND RELIANCE AGREEMENT

By clicking the button granting you access to the Offering Memoranda (as defined below), you acknowledge that the Evaluation Materials (as defined below) are the proprietary and confidential information of Hybar LLC (the "Company") and/or its affiliates, related parties, current and prospective business partners and other entities (collectively with the Company, the "Covered Parties"), and you agree to advise your directors, officers, employees, agents, affiliates and advisers, including, without limitation, your attorneys, accountants, professional consultants, valuation experts, pricing services, and investment bankers (with respect to any person, the foregoing persons are hereinafter referred to as such person's "Representatives") who are provided any Evaluation Materials of their confidential nature and that such Evaluation Materials are subject to this confidentiality agreement (this "Agreement"). Notwithstanding the foregoing, by accepting the terms of this Agreement, the party accepting these terms is not obligated to undertake any monitoring or enforcement activities with respect to any of its Representatives.

In addition, by accepting this Agreement, you represent to the Company that (a) you are, or are an advisor to, a prospective purchaser of the Industrial Development Revenue Bonds (Hybar Steel Project), Series 2023, to be issued in one or more series (the "Bonds"), and that (b) you are, or such prospective purchaser is, a "qualified institutional buyer" within the meaning of Rule 144A promulgated and adopted by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, and you have reason to believe the purchase of such Bonds can be made, subject to performance of due diligence. In connection with the receipt of the Evaluation Materials, you represent that you have no intent to, and will not, provide information gained through such access to a competitor of the Company, except as may be required by applicable law. Additionally, you represent that you will comply in all material respects with applicable law, including any laws relating to the use and publication of the Evaluation Materials.

The information furnished to you pursuant to this Agreement, together with any analyses, compilations, studies or other documents prepared by you or your Representatives that reproduce, in whole or in part, such information furnished to you or your Representatives is collectively referred to as the "Evaluation Materials." Notwithstanding the foregoing, the term Evaluation Materials does not include information that (i) was or becomes generally available to the public, either through the Electronic Municipal Market Access ("EMMA") website or otherwise, other than as a result of a disclosure by you or your Representatives in violation of this Agreement, (ii) was or becomes available to you on a non-confidential basis from a source other than the Covered Parties or their Representatives, provided that such source was not known by you or your Representatives to be bound by any agreement to keep such information confidential or (iii) the Company or any other Covered Party has specifically marked or otherwise designated in writing as not being confidential.

The Company acknowledges and agrees with you that the confidential nature and treatment of all of the Evaluation Materials will expire upon the date on which the information in the Evaluation Materials is otherwise made public (the "Expiration"). For the avoidance of doubt, the Expiration shall not apply to the Report (as defined below), which Report is always intended to remain confidential, not subject to public disclosure, and subject to "The Conditions" below, notwithstanding items (i) and (ii) above.

Specific Conditions for Reliance on the Independent Engineer for Scrap Metal Recycling and Steel Bar Production Facility Technical Due Diligence Report

Hatch Ltd. (“Independent Engineer”) allows prospective purchasers of the Bonds, the Trustee and the Collateral Agent (each a “Relying Party”) to rely on the Independent Engineer for Scrap Metal Recycling and Steel Bar Production Facility Technical Due Diligence Report (the “Report”) included in the Preliminary Limited Offering Memorandum, as supplemented, or the Limited Offering Memorandum (the “Offering Memoranda”) on the basis and in consideration of the conditions set forth below:

The Conditions

The Report may be relied upon by the Relying Parties only to the extent that KfW IPEX-Bank GmbH, the original client (the "Client"), was entitled to rely on the Report. Without limiting the terms and conditions set forth herein, each Relying Party acknowledges and agrees as an express condition precedent to relying upon the Report, to be subject to the limitations and conditions stated in the Report and these Conditions set forth herein.
All information received from the Client and third parties in the preparation of the Report has been assumed to be correct and the Independent Engineer assumes no responsibility for the accuracy, completeness or workmanship of any such information.
The information and conclusions contained in the Report apply as it existed at the time of its assessment. Furthermore, Relying Party acknowledges that the Report is time dependent and that no such use or reliance upon said Report shall occur after one year from the date of the Report without the Independent Engineer's prior written authorization.
The Report relates solely to the specific project for which the Independent Engineer was retained and the stated objective for which the Report was prepared and shall not be used or relied upon by each Relying Party for any variation or extension of this project, any other project or any other purpose.
Each Relying Party agrees that the Report shall be used solely for the purpose of issuing and selling pursuant to the Offering Memoranda (the "Purpose"). The Report is intended to be used in its entirety. The Report may be attached as an exhibit or appendix to the Offering Memoranda and excerpts from the Report may be used in summary sections of the Offering Memoranda, however, no excerpts may be taken to be representative of the findings in the assessment.
The Report shall be held in confidence may not be shared or reproduced in whole or in part, except as required by the Relying Parties' solicitors or advisors in connection with the Purpose, without the prior written consent of the Independent Engineer. In any event, the Report shall be provided in its entirety.
It is understood and agreed by the Parties that the Independent Engineer provides no warranty, express or implied, of any kind and owes no separate duty of care to a Relying Party. Without limiting the generality of the foregoing, it is agreed and understood by the Parties that the Independent Engineer makes no representation or warranty whatsoever as to the sufficiency of its scope of work for a Relying Party's Purpose.
Notwithstanding anything to the contrary that may be contained in this Agreement or arising out of the Report, each Relying Party hereby agrees that the maximum aggregate liability of the Independent Engineer to all parties relying on the Report including the Client, for any and all direct, indirect or consequential losses, claims expenses or damages in whole or in part arising out of or related to the Report, under any theory of law, including but not limited to claims for errors, omissions, negligence and/or negligent misrepresentation (the "Claims"), shall be strictly limited to and not exceed, collectively, the total fee paid to the Independent Engineer in connection with its preparation and delivery of the Report (the "Limited Amount"). Each Relying Party agrees that the responsibility and liability for any Claims in excess of the Limited Amount shall rest solely with parties other than the Independent Engineer.

IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE RELIANCE PROVISIONS WITH RESPECT TO THE INDEPENDENT ENGINEER'S REPORT ABOVE.

DISCLAIMER

BY CLICKING ON THE BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT THE DOCUMENTS CONTAINED HEREIN ARE INTENDED TO BE CONFIDENTIAL, (B) THAT THE DOCUMENTS ARE SOLELY FOR THE PURPOSES OF EVALUATING A POTENTIAL PURCHASE OF THESE BONDS, (C) THAT YOU ARE, OR REPRESENT, A POTENTIAL PURCHASER OF THESE BONDS, (D) THAT SUCH POTENTIAL PURCHASER IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A, AND (E) THAT THE DOCUMENTS SHALL NOT BE SHARED WITH ANY UNAUTHORIZED RECIPIENTS AND/OR RECIPIENTS OUTSIDE OF YOUR ORGANIZATION.

IF YOU ARE NOT PREPARED TO AGREE TO THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE.

If you have any questions in relation to this acknowledgment, please contact MycoWorks at the following email address: legal@mycoworks.com.

Please contact Jill Hennessy (jill.hennessy@wellsfargo.com) or Kathy Chen (kathy.chen@wellsfargo.com) for the password to the PLOM.

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CONFIDENTIALITY AND USER AGREEMENT

By clicking the button below you hereby acknowledge that you have read, understand, and agree to the following terms and conditions of this click-through confidentiality and user agreement (this "Agreement") and that the information made available to you t pursuant to this Agreement, including any posted materials (collectively, the "Material"), is provided to you on a confidential basis and subject to the terms of this Agreement, for informational purposes only. All documents and information contained in the Material are the proprietary and confidential information of National Carbon Technologies – California, LLC (the "Company") and/or its affiliates, related parties, current and prospective business partners and other entities (collectively with the Company, the "Covered Parties") (the "Confidential Information").
The Material and any analyses, compilations, studies or other documents prepared by you or your Representatives (as defined below) that reproduce, or would allow a third-party to reverse engineer, in whole or in part, the Material, is collectively referred to as the "Evaluation Material." For purposes of this Agreement, you agree that all information available in the Evaluation Material shall be Confidential Information. Notwithstanding the foregoing, the term Evaluation Material does not include information that (i) was or becomes generally available to the public, other than as a result of a disclosure by you or your Representatives in violation of this Agreement, (ii) was or becomes available to you on a non-confidential basis from a source other than the Covered Parties or their Representatives, provided that such source was not known by you or your Representatives to be bound by any agreement to keep such Confidential Information confidential, or (iii) the Company or any other Covered Party has designated in writing as not being confidential.
You will not disclose Confidential Information to any third party, other than your directors, officers and employees (such non-third-party individuals are, together, the "Primary Representatives"), for whom such disclosure shall be subject to this Agreement (it being understood that you will advise such Primary Representatives of this Agreement when making such disclosure). Access to the Confidential Information by anyone else other than the Primary Representatives, such as your agents, affiliates and advisers, including, without limitation, your attorneys, accountants, professional consultants, valuation experts, pricing services, and investment bankers (such non Primary-Representatives are, together, the "Secondary Representatives") shall only take place following each Secondary Representative’s acknowledgement and acceptance of this Agreement (the Primary Representatives and Secondary Representatives, together the "Representatives"). Notwithstanding the foregoing, by accepting the terms of this Agreement, the party accepting these terms does not agree to (a) undertake any monitoring or enforcement activities with respect to any of its Representatives, or (b) inform any of the Regulatory Parties of this Agreement.
In addition, by accessing the Evaluation Material and the Confidential Information, you, and the Representatives to whom you disclose the Confidential Information, will:
1. Not disclose the Confidential Information to any person for any reason other than as expressly permitted by this Agreement;
2. not download, scan, copy, print or otherwise capture any of the information contained in the Evaluation Material; and
3. not circumvent any of the security features of the website or websites containing the Evaluation Material and will not enable or allow others to access the Evaluation Material using your authorization.
You are, or represent as an advisor to, a prospective purchaser of the California Municipal Finance Authority Environmental Improvement Revenue Bonds (Aymium Williams Project), Series 2022 (Green Bonds) (the "Bonds"), and acknowledge and agree that such prospective purchaser is (i) a "qualified institutional buyer" within the meaning of Rule 144A promulgated and adopted by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, or (ii) an “accredited investor” within the meaning of clauses (1), (2), (3) or (7) of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and you have reason to believe the purchase of such Bonds can be made, subject to performance of due diligence. In connection with such access to the Evaluation Material, you represent that you have no intent to, and will not, provide information gained through such access to any other person for any reason whatsoever, except as required by applicable law. Additionally, you represent that you will comply in all respects with applicable law, including any laws relating to the use and publication of any information in the Evaluation Material and prohibitions on insider trading, with respect to any information in the Evaluation Material.
In connection with such Evaluation Material, you hereby agree that, you shall keep all such Evaluation Material confidential and not disclose any Evaluation Material to any third party, except that disclosure of Evaluation Material shall be permitted if such disclosure (i) has been consented to in writing by the Company, (ii) is required by law, or otherwise requested pursuant to or by any regulation, regulatory authority, stock exchange rule or other applicable judicial or governmental order (collectively, the "Regulatory Parties"), or (iii) is made to your Representatives who need to know such information for the purpose of reviewing, assessing and advising you with respect to potentially purchasing the Bonds (it being understood that you will advise such Representatives of this Agreement when making such disclosure).

The Company acknowledges and agrees with the party accepting these terms that the confidential nature and treatment of the Confidential Information and the related Evaluation Material will expire upon the date on which the information in the Evaluation Material is made public, is no longer deemed confidential.

IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

To access the PLRC and MuniBond Roadshow please contact:

jason.tejada@morganstanley.com
joseph.abramson@morganstanley.com
anuja.menon@morganstanley.com

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Please contact Armand R. Pastine with Celadon Financial Group, LLC at
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THE SERIES 2024A BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND ARE ONLY BEING OFFERED TO "QUALIFIED INSTITUTIONAL BUYERS," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. FOR THE SALE OF THE SERIES 2024A BONDS, THE UNDERWRITER IS RELYING UPON RULE 144A AND THE TRUTH AND ACCURACY OF THE ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS OF PURCHASERS OF THE SERIES 2024A BONDS AS SET FORTH IN THE PURCHASERS’ INVESTOR LETTER, THE FORM OF WHICH IS ATTACHED AS APPENDIX G TO THE LIMITED OFFERING MEMORANDUM. SEE "NOTICE TO INVESTORS; TRANSFER RESTRICTIONS" FOR A STATEMENT OF CERTAIN REPRESENTATIONS AND AGREEMENTS DEEMED TO BE MADE BY EACH PURCHASER OF THE SERIES 2024A BONDS AND FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER OF THESE SECURITIES.

CONFIDENTIALITY AND USER AGREEMENT

By clicking the button granting you access to the Offering Memoranda (as defined below), you acknowledge that the Evaluation Materials (as defined below) are the proprietary and confidential information of Plum Point Energy Associates, LLC (the "Company") and/or its affiliates, related parties, current and prospective business partners and other entities (collectively with the Company, the "Covered Parties"), and you agree to advise your directors, officers, employees, agents, affiliates and advisers, including, without limitation, your attorneys, accountants, professional consultants, valuation experts, pricing services, and investment bankers (with respect to any person, the foregoing persons are hereinafter referred to as such person’s "Representatives") who are provided any Evaluation Materials of their confidential nature and that such Evaluation Materials are subject to this confidentiality agreement (this "Agreement"). Notwithstanding the foregoing, by accepting the terms of this Agreement, the party accepting these terms is not obligated to undertake any monitoring or enforcement activities with respect to any of its Representatives.

In addition, by accepting this Agreement, you represent to the Company that (a) you are, or are an advisor to, a prospective purchaser of the City of Osceola, Arkansas Solid Waste Disposal Revenue Bonds (Plum Point Energy Associates, LLC Project), Series 2006, previously issued in one or more series (the "Bonds"), and that (b) you are, or such prospective purchaser is, a "qualified institutional buyer" within the meaning of Rule 144A promulgated and adopted by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, and you have reason to believe the purchase of such Bonds can be made, subject to performance of due diligence. In connection with the receipt of the Evaluation Materials, you represent that you have no intent to, and will not, provide information gained through such access to a competitor of the Company, except as may be required by applicable law. Additionally, you represent that you will comply in all material respects with applicable law, including any laws relating to the use and publication of the Evaluation Materials.

The information furnished to you pursuant to this Agreement, together with any analyses, compilations, studies or other documents prepared by you or your Representatives that reproduce, in whole or in part, such information furnished to you or your Representatives is collectively referred to as the "Evaluation Materials." Notwithstanding the foregoing, the term Evaluation Materials does not include information that (i) was or becomes generally available to the public, either through the Electronic Municipal Market Access ("EMMA") website or otherwise, other than as a result of a disclosure by you or your Representatives in violation of this Agreement, (ii) was or becomes available to you on a non-confidential basis from a source other than the Covered Parties or their Representatives, provided that such source was not known by you or your Representatives to be bound by any agreement to keep such information confidential or (iii) the Company or any other Covered Party has specifically marked or otherwise designated in writing as not being confidential.

In connection with such Evaluation Materials, you hereby agree that, you shall keep all such Evaluation Materials confidential and not disclose any Evaluation Materials to any third party, except that disclosure of Evaluation Materials shall be permitted if such disclosure (i) has been consented to in writing by the Company, (ii) is required by law, or otherwise requested pursuant to or by any regulation, regulatory authority, stock exchange rule or other applicable judicial or governmental order (collectively, the "Regulatory Parties") or (iii) is made to your Representatives who need to know such information for the purpose of reviewing, assessing and advising you with respect to potentially purchasing, selling or continuing to hold the Bonds (it being understood that such Representatives shall have been advised of this Agreement). Notwithstanding the foregoing, nothing herein contained shall be construed so as to prevent any advisor to a purchaser or prospective purchaser of the Bonds from disclosing information to clients, client representatives or similar parties holding an interest (beneficial or otherwise) in the Bonds. In addition, in connection with the report titled MISO Market and Plum Point Coal Facility, dated November 13, 2023, by ICF Resources, LLC (the "Consultant"), included as part of the Evaluation Materials and as an appendix to the Preliminary Limited Reoffering Circular and the Limited Reoffering Circular (collectively, the "Offering Memoranda"), you agree to receive such report as-is with no warranty of any kind and that the Consultant shall have no liability to you or your Representatives.

You agree to destroy all Evaluation Materials and any other written material containing or reflecting any of the information which has been provided to you or your representatives or which may be found in analyses, compilations, studies, or other documents prepared by you for your internal purposes and you and your representatives will not retain any copies, extracts or other reproductions in whole or in part of such written materials, except if you are required to retain the same by law, regulation or bona fide internal compliance policy or procedure.

IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

To access the Limited Reoffering Circular, please reach out to the BofA Securities, Inc. team:

emily.hume@bofa.com
michelle.li3@bofa.com
timothy.c.harte@bofa.com

Once you receive the email with access granted acknowledgement, refresh this page.

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The information and expressions of opinion in the preliminary limited offering memorandum dated April 15, 2024 for the National Finance Authority Electric Vehicle Charging Infrastructure Grant Anticipation Notes (Francis Energy Charging, LLC) Series 2024 (Federally Taxable) (Green Bonds) (the "Preliminary Limited Offering Memorandum") are subject to change without notice. The availability of the Preliminary Limited Offering Memorandum on this website does not create any implication that there have been no changes in the affairs of the parties described in the Preliminary Limited Offering Memorandum or that the other information or opinions therein are correct as of any time subsequent to its date. Maintenance of the Preliminary Limited Offering Memorandum on this website is not intended as a republication of the information therein on any date subsequent to the date set forth in the Preliminary Limited Offering Memorandum.

The Preliminary Limited Offering Memorandum was created in Adobe Portable Document Format (PDF). Using software other than Adobe Reader 8.0 or higher, may cause the document that you view or print to differ from the document as it was posted on this website or as it appears in the printed version, and you assume the risk of any such discrepancies as well as any discrepancies related to communication transmission or other printing problems. If you do not have Adobe Acrobat Reader or if you are using a version of Adobe Reader that is earlier than Adobe Acrobat 8.0, you may obtain an updated version free of charge from Adobe website at www.adobe.com.

Under no circumstances shall the Preliminary Limited Offering Memorandum or its electronic posting constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of the securities described in the Preliminary Limited Offering Memorandum in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Investors must read the entire Preliminary Limited Offering Memorandum, including the appendices, to obtain information essential to making an informed investment decision.

By electronically accessing the Preliminary Limited Offering Memorandum, you acknowledge that you understand that the securities are being offered only by means of the entire Preliminary Limited Offering Memorandum and agree that you have (i) accepted the provisions of this page, (ii) agreed not to print the Preliminary Limited Offering Memorandum except in its entirety and (iii) consented to the electronic transmission of the Preliminary Limited Offering Memorandum.

If you need help downloading the Preliminary Limited Offering Memorandum, please contact ImageMaster Customer Service at 734.821.2525.

Access to the Limited Offering Memorandum is limited to Qualified Institutional Buyers and Accredited Investors. Please reach out to Matt Bernstein and Meg Boyles for access to view the LOM:

matthew.bernstein@truist.com
310-402-3500

meg.boyles@truist.com
404-210-4946

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