PLACEMENT AGREEMENT [, 2016] Re: $13,000,000 Alaska Industrial Development and Export Authority Revenue Bonds (J.R. Cannone Project), Series 2016

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1 PLACEMENT AGREEMENT [, 2016] Alaska Industrial Development and Export Authority 813 West Northern Lights Boulevard Anchorage, Alaska J.R. Cannone LLC 1825 Marika Road Fairbanks, Alaska Re: $13,000,000 Alaska Industrial Development and Export Authority Revenue Bonds (J.R. Cannone Project), Series 2016 Ladies and Gentlemen: The undersigned, RBC Capital (the Placement Agent ), acting on its own behalf and not as a fiduciary or agent of any other party, offers to enter into the following agreement (this Placement Agreement ) with Alaska Industrial Development and Export Authority (the Issuer ) and J.R. Cannone, LLC, an Alaska limited liability company (the Borrower ), which, upon acceptance of this agreement, the terms hereof will be binding upon the Issuer, the Borrower and the Placement Agent. This agreement is subject to acceptance by the Issuer, the Borrower and the Initial Purchaser (as defined herein), which acceptance shall be evidenced by the execution of this Agreement, on or before 2:00 p.m. Eastern Time on, 2016, and, if not accepted, will be subject to withdrawal by the Placement Agent upon written notice delivered to the Issuer and the Borrower at any time prior to acceptance by the Issuer, the Borrower and the Initial Purchaser. The Bonds are being issued by the Issuer pursuant to a Trust Indenture dated as of April 1, 2016 (the Indenture ) between the Issuer and UMB Bank, N.A., as trustee for the Bonds (the Trustee ) and are being loaned to the Borrower under a Loan Agreement dated as of April 1, 2016 (the Loan Agreement ) between the Issuer and the Borrower for the purpose of (a) financing the purchase of the Project Facility and (b) providing funds for other lawful purposes pursuant to the terms of the Indenture, including payment of transaction expenses and fees. Capitalized terms not otherwise defined herein shall have the same meanings ascribed thereto in the Indenture. 1. Purchase, Sale and Delivery of the Bonds. (a) The Issuer, at the direction of the Borrower, hereby appoints the Placement Agent to act, and subject to (i) the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, and (ii) the conditions set forth in the closing checklist attached hereto as Exhibit A having been met or waived by agreement of the Issuer, the Borrower and the Initial Purchaser, the Placement Agent agrees to act, as the exclusive direct placement agent for the Bonds and to arrange for the placement of the Bonds with the Initial

2 Purchaser of all, but not less than all, of the total principal amount of the Bonds, at a purchase price equal to the par amount of the Bonds. The Placement Agent shall not have any liability to Issuer, the Borrower, or any other Person in the event that any such purchase is not consummated for any reason. This Agreement shall not give rise to any expressed or implied obligation or commitment by the Placement Agent to purchase or place any of the Bonds. (b) The Bonds will be dated, will mature on the dates, will be subject to redemption prior to maturity, will bear interest from the Closing Date (as defined herein) and will be secured as set forth in the Indenture, and shall have such other terms and provisions as described in the Indenture. (c) The Bonds shall be issued only in fully registered form initially in the denominations of $100,000 and any integral multiple of $5,000 in excess thereof. (d) Delivery of the Bonds, payment for the Bonds, and all transfers of funds related to this transaction are deemed to occur simultaneously. 2. Delivery of, and Payment for, the Bonds. The Issuer will cause the Bonds to be authenticated, issued and delivered to or at the direction of the Initial Purchaser through The Depository Trust Company ( DTC ) pursuant to its DTC FAST Program against payment of the purchase price by the Initial Purchaser therefor, by wire transfer in immediately available Federal funds drawn to the order of the Issuer, on April [28], 2016 on or before 2:00 p.m. Eastern Time or at such other date and time as the Placement Agent, the Initial Purchaser, the Borrower and the Issuer mutually determine, such date and time being herein referred to as the Closing Date. The Bonds shall be in definitive, fully registered form, registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated by the Trustee. 3. Non-Public Offering. The Bonds are being offered in a non-public offering to the Initial Purchaser who meets the requirements of Securities and Exchange Commission Rule 15c2-12(d)(1)(i). 4. Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents warrants and covenants to the Issuer: (a) The Placement Agent shall hold all Bonds delivered to it by the Issuer and all funds paid to it by the Initial Purchaser, as agent for the Issuer and not on its own behalf, and agrees and acknowledges that it has no right, title or interest in the Bonds or in such funds. The Placement Agent shall, immediately upon receipt of payment from the Initial Purchaser, transfer such funds pursuant to the directions or instructions of the Issuer, which directions or instructions shall conform to written directions from the Borrower to the Issuer. (b) The Placement Agent has full power and authority to execute and deliver this Placement Agreement and to carry out the terms hereof and, when executed and delivered by the Placement Agent, this Placement Agreement will have been duly and validly authorized, executed and delivered by the Placement Agent, and, assuming due authorization, execution and delivery by the Issuer, will be a valid and binding obligation of the Placement Agent and will be in full force and effect, except as limited by bankruptcy, insolvency, liquidation, moratorium, 2

3 readjustment of debt, reorganization or similar law relating to the enforcement of creditors rights generally. (c) The Placement Agent represents that it is either registered with the Financial Industry Regulatory Authority, Inc. ( FINRA ) as a broker-dealer and the Securities and Exchange Commission ( SEC ) as a broker-dealer, or is otherwise registered with the necessary regulatory authorities required for it to serve as a Placement Agent for the Bonds under this Placement Agreement. 5. Representations, Warranties and Covenants of the Issuer. In order to induce the Placement Agent and the Borrower to enter into this Agreement, the Issuer represents, warrants and covenants to the Placement Agent and the Borrower as follows: (a) The Issuer (a) is a public corporation of the State of Alaska and a body corporate and politic constituting a political subdivision of the State of Alaska but with a separate and independent legal existence, duly organized and existing under the provisions of Chapter 88, Title 44 of the Alaska Statutes and (b) has the requisite corporate power and authority to conduct its business, and to execute and deliver, and to perform all of its obligations under the Issuer Documents. The Indenture, Loan Agreement, the Bonds and this Placement Agreement and any other agreement, certificate or document executed by the Issuer in connection with the issuance of the Bonds are hereinafter referred to herein as the Issuer Documents. (b) By official action, the Issuer has authorized issuance of the Bonds and execution and delivery of the Issuer Documents and such official action has not been rescinded, modified or amended and are in full force and effect as of the date hereof. (c) The execution, delivery and performance by the Issuer of the Issuer Documents have been duly authorized by all necessary action and when executed and delivered, assuming due authorization, execution and delivery by any applicable counterparty to such Issuer Documents, such Issuer Documents will constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to the enforcement of creditors' rights and general principles of equity. (d) Other than as has been previously disclosed in writing to the Initial Purchaser, the execution, delivery and performance by the Issuer of the Issuer Documents will not (i) violate any provision of any applicable law, order, writ, judgment, injunction, decree, determination or award as currently in effect to which the Issuer is subject; (ii) result in a breach of or constitute a default under the provisions of any indenture, loan or credit agreement or any other material agreement, lease or instrument, to which the Issuer is subject or by which it, or its Property, is bound; or (iii) result in, or require, the creation or imposition of any mortgage, deed of trust, assignment, pledge, lien, security interest or other charge or encumbrance of any nature or with respect to any of the Property of the Issuer other than as provided in the Issuer Documents; and, except as disclosed to the Initial Purchaser in writing, the Issuer is not in default under any such applicable law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, in any material respect. 3

4 (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending (as to which the Issuer has received notice or service of process) or, to the knowledge of the Issuer, threatened against or affecting the Issuer (i) seeking to restrain or enjoin the issuance or placement of the Bonds, (ii) in any way contesting or affecting any proceedings of the Issuer taken concerning the issuance and placement of the Bonds, or the pledge or application of any moneys or security provided for the payment of the Bonds, (iii) in any way contesting the validity or enforceability of the Issuer Documents, (iv) that would adversely affect the exclusion from gross income for federal tax purposes of interest on the Bonds, or (v) contesting in any way the existence or powers of the Issuer relating to the Bonds. (f) The Issuer has obtained all authorizations, consents, approvals, licenses and has made all filing or registrations with all commissions, boards, bureaus, agencies and instrumentalities, domestic or foreign, available as of the date hereof, necessary for the due execution, delivery and performance by the Issuer of the Issuer Documents. (g) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Placement Agent, at the expense of the Borrower, as the Placement Agent may reasonably request in endeavoring to qualify the Bonds for offer and sale under the Blue Sky laws or other securities laws and regulations of such states and other jurisdictions of the United States as the Placement Agent may determine. (h) Any certificate signed by any authorized official or individual of the Issuer delivered in connection with the issuance of the Bonds, and each representation contained within the Issuer Documents, shall be deemed a representation and warranty by the Issuer as to the statements made therein upon which the Placement Agent shall be entitled to rely. (i) The Issuer acknowledges and agrees that the Placement Agent has not performed any due diligence with respect to the Issuer, the Borrower or the Bonds on which the Issuer may rely or has relied. Further, any due diligence performed by the Placement Agent may be retained by the Placement Agent as needed for regulatory purposes. 6. Representations, Warranties and Covenants of the Borrower. In order to induce the Placement Agent and the Issuer to enter into this Agreement, the Borrower represents, warrants and covenants to the Placement Agent and the Issuer as follows: (a) The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Alaska and is qualified to transact business as a limited liability company in good standing under the laws of the State of Alaska. (b) The Borrower is authorized under the laws of the State of Alaska to carry out and consummate all of the transactions contemplated on its part by this Placement Agreement, each of the Financing Documents (as defined in the Loan Agreement) and all other documents to which the Borrower is a party and which relate to the Bonds (collectively, the Borrower Documents ). (c) The Borrower has all necessary power and authority (i) to conduct its business and operate all of its properties and facilities, including the Project; (ii) to execute and 4

5 deliver the Borrower Documents and to perform its obligations under the Borrower Documents; and (iii) to carry out and consummate all the transactions contemplated on its part by the Borrower Documents. (d) The Borrower has duly authorized all actions required to be taken by it for the execution and delivery of the Borrower Documents, and due performance of the Borrower Documents. On or prior to the Closing Date, each of the Borrower Documents will have been duly executed and delivered by the Borrower, will not have been amended, modified, or rescinded, and will be in full force and effect as of the Closing Date. (e) The representations and warranties of the Borrower contained in the Borrower Documents are on the date hereof (and as of the Closing Date will be) true and correct, and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading in the light of circumstances under which they were made. (f) The Borrower Documents are substantially in the forms approved by the Borrower and upon the execution and delivery thereof, each will constitute the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors rights, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases). (g) The Borrower will apply the moneys loaned to it by the Issuer from the proceeds of the sale of the Bonds as specified in the Indenture and the Loan Agreement. (h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending (as to which the Borrower has received notice or service of process) or, to the knowledge of the Borrower, threatened against or affecting the Borrower (or, to the knowledge of the Borrower, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the Borrower from functioning, or contesting or questioning the existence of the Borrower or the titles of the current officers of the Borrower to their offices, the power or authority of the Borrower to perform its obligations under or to consummate the transactions contemplated by the Borrower Documents, or to own, equip, or operate the Project Facility; or (ii) wherein an unfavorable decision, ruling or finding would adversely affect (A) the issuance, sale, or delivery of the Bonds; (B) the existence or powers of the Borrower; (C) the financial position of the Borrower; (D) the acquisition, development or operation of the Project Facility; (E) the transactions contemplated hereby or by the documents referred to in Clause (F) immediately following; (F) the validity or enforceability of the Bonds, the Indenture, the Borrower Documents or any agreement or instrument to which the Borrower is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the aforesaid documents; or (G) the exclusion from gross income for federal income tax purposes of interest on the Bonds. (i) The execution and delivery by the Borrower of the Borrower Documents, and the compliance by the Borrower with the provisions thereof, do not conflict with or constitute on the part of the Borrower a violation of, breach of or default under (i) its certificate of 5

6 organization or operating agreement; (ii) any constitutional provision, statute, indenture, mortgage, lease, resolution, note, agreement or other agreement or instrument to which it is a party or by which it is bound; or (iii) any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Borrower or any of its properties. The Borrower is not in default in any material respect under any applicable statute, rule, order, or regulation of any governmental body. (j) All licenses, consents, permits, approvals, authorizations and orders of any governmental or regulatory authorities that are required to be obtained by the Borrower in connection with the issuance and sale of the Bonds, the execution and delivery of this Agreement, the acquisition, construction and operation of the Project Facility, and the consummation of the transactions contemplated by the Borrower Documents have been duly obtained and remain in full force and effect (in the case of such licenses, consents, permits, approvals, authorizations and orders required to be obtained as of the date hereof) or will be obtained and be in full force and effect on the Closing Date (in the case of all other such licenses, consents, permits, approvals, authorizations), except that no representation is made as to compliance with any applicable state securities or Blue Sky laws. The Borrower has complied, or by the Closing Date will have complied, with all applicable provisions of law requiring any designation, declaration, filing, registration, or qualification with any governmental entity in connection therewith, other than as may be required by federal securities laws or any applicable state securities or Blue Sky laws. (k) Neither the Borrower nor anyone acting on its behalf has, directly or indirectly, offered the Bonds for sale to, or solicited any offer to buy the same from, any Person. The Borrower has not prepared any official statement, prospectus, offering circular or other offering statement for dissemination to any Person in connection with the Bonds. (l) Neither the Securities and Exchange Commission nor any state securities commission has issued or, to the best of the knowledge of the Borrower, threatened to issue, any order against the Borrower seeking to enjoin the offer or sale of the Bonds. (m) Any certificate signed by an authorized officer of the sole member of the Borrower and delivered to the Issuer or the Placement Agent shall be deemed a representation and warranty by the Borrower to the Issuer or the Placement Agent as to the statements made therein. (n) The Borrower has and will cooperate with the Placement Agent and its counsel in any endeavor to qualify the Bonds for offering and sale under the securities or Blue Sky laws of such jurisdictions of the United States of America as the Placement Agent may request; provided, however, that the Borrower will not be required to qualify as a foreign corporation or file any special or general consents to service of process under the laws of any state. (o) Between the date hereof and the Closing Date the Borrower will not, without the prior written consent of the Placement Agent, incur any material liabilities, direct or contingent, other than in the ordinary course of business. (p) As of the Closing Date, the Borrower has created no other lien, encumbrance, or security interest with respect to the Project Facility other than those included in or permitted by the Loan Agreement. 6

7 (q) The Borrower is obligated to pay all amounts due to the Issuer for indemnification and reimbursement of its expenses in connection with the Project Facility and the Bonds. The Borrower acknowledges and agrees that the Issuer is not required to take any action with respect to the Project Facility or the Bonds unless it receives written request therefor and indemnity for the cost thereof satisfactory to the Issuer prior to the taking of any such action. (r) Between the date hereof and the Closing Date, the Borrower shall not take any action or permit any action within its control to be taken on its behalf, or cause or permit any circumstance within its control to arise or continue, if such action or circumstance would result in the loss of exclusion of the interest on the Bonds from gross income for federal income tax purposes. 7. Acknowledgements, Agreements and Covenants of the Issuer and the Borrower. (a) Issuer s Acknowledgement of No Advisory or Fiduciary Role and No Obligation to Market the Bonds. The Issuer acknowledges and agrees that: (i) the Placement Agent has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Placement Agent or its affiliates have provided other services or are currently providing other services to the Issuer on other matters); (ii) the only obligations the Placement Agent has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Placement Agreement; and (iii) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. Further, the Issuer expressly releases the Placement Agent from any obligation to market the Bonds to any potential investor other than the Initial Purchaser. (b) Borrower s Acknowledgement of No Advisory or Fiduciary Role and No Obligation to Market the Bonds. The Borrower acknowledges and agrees that: (i) the transaction contemplated by this Placement Agreement is an arm's length, commercial transaction between each of the Borrower and the Placement Agent in which the Placement Agent is acting as an agent and is not acting as a municipal advisor, financial advisor or fiduciary to the Borrower; (ii) the Placement Agent has not assumed any advisory or fiduciary responsibility to the Issuer or the Borrower with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Placement Agent or its affiliates have provided other services or are currently providing other services to the Borrower on other matters); (iii) the only obligations the Placement Agent has to the Borrower with respect to the transaction contemplated hereby expressly are set forth in this Placement Agreement; and (iv) the Borrower has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. Further, the Borrower expressly releases the Placement Agent from any obligation to market the Bonds to any potential investor other than the Initial Purchaser. (c) Borrower s Indemnity. The Borrower, and its affiliates, directors, trustees, members, officers, partners or employees holds the Placement Agent, and each director, trustee, member, officer, partner or employee thereof, harmless against any breach by the Issuer or the Borrower of any of the Issuer s or the Borrower's representations, warranties or covenants in this Placement Agreement with respect to any future liability or obligation related to the terms of the Bonds and the sale of the Bonds to the Initial Purchaser. 7

8 (d) In no event shall the Issuer be liable or responsible (i) to the Placement Agent for any actions of the Initial Purchaser or failure of the Initial Purchaser to act or (ii) to the Initial Purchaser for any actions of the Placement Agent or failure of the Placement Agent to act. (e) The Issuer and the Borrower expressly release the Placement Agent of any due diligence and disclosure obligations relating to the sale of the Bonds and acknowledges that the Placement Agent has not performed any due diligence with respect to the Issuer, the Borrower, the Project Facility or the Bonds. 8. Acknowledgments, Agreements and Covenants of the Initial Purchaser. The Initial Purchaser expressly releases the Placement Agent of any due diligence and disclosure obligations relating to the sale of the Bonds and acknowledges that the Placement Agent has not performed any due diligence with respect to the Issuer, the Borrower, the Project Facility or the Bonds on which the Initial Purchaser may rely or has relied. Accordingly, the Initial Purchaser acknowledges that in its purchase of the Bonds, it has not relied upon any information furnished by the Placement Agent or the Issuer. The Borrower has provided all information and materials to the Initial Purchaser of the Bonds. 9. Indemnification. (a) The Borrower will indemnify and hold harmless the Issuer and the Placement Agent and their respective directors, officers, agents and employees, past, present and future, and each person, if any, who controls (as such term is defined in Section 15 of the Securities Act) any of such parties (hereinafter collectively called the Indemnified Parties ), against any and all losses, claims, damages, liabilities, reasonable costs, or reasonable expenses whatsoever arising out of either (i) any breach by the Borrower of any of its representations and warranties as set forth herein; or (ii) any allegation that there is any untrue statement of a material fact contained in any information or other materials provided by the Borrower to Initial Purchaser, or that such information or materials omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) In case any action shall be brought against one or more of the Indemnified Parties with respect to the matters subject to the indemnity provided by Subsection (a), the Indemnified Party or Parties shall promptly notify the Borrower in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel, and pay all related expenses, provided that the Borrower has the sole right to negotiate and consent to settlements. If the defendants in any action for which indemnity is required hereunder include both the Borrower and an Indemnified Party and such Indemnified Party shall have been advised in writing by its counsel that defenses are available to such Indemnified Party which are not available to the Borrower and that it would be inappropriate for the same counsel to represent both the Borrower and the Indemnified Party, such Indemnified Party shall have the right to employ its own counsel in such action, in which event the Borrower shall reimburse the Indemnified Party for any reasonable legal and other expenses incurred by the Indemnified Party arising out of or in connection with the defense thereof. The Borrower shall not be liable for any settlement of such action effected without its consent, but if settled with the consent of the Borrower, or if there be final judgment for the plaintiff in any such action with or without consent, the Borrower agrees to 8

9 indemnify and hold harmless the Indemnified Party or Parties from and against any loss or liability by reason of settlement or judgment to the extent set forth in Subsection (a). Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall, other than as provided above, be at the expense of such Indemnified Party or Parties, unless the employment of such counsel has been specifically authorized by the Borrower. The indemnity provided in Subsection (a) includes reimbursement for reasonable expenses incurred by the Indemnified Parties in investigating the claim and in defending against it if the Borrower declines to assume the defense. (c) In circumstances in which the indemnity agreement provided for in Subsection (a) above is for any reason held to be unavailable to the Issuer, the Placement Agent or their respective directors, officers, agents or employees in accordance with its terms, the Borrower shall pay the losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity incurred by such parties. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In addition, each person, if any, who controls either the Placement Agent or the Issuer within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Placement Agent or the Issuer, as applicable. (d) The indemnity and contribution provided by Section 9 hereof shall be in addition to any other liability that the Borrower may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Placement Agent, the Issuer and each director, officer, agent, employee and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person may acquire or have any right under or by virtue of such provisions of this Agreement. The indemnity and contribution provided by Section 9 hereof shall survive the termination or performance of this Agreement. 10. Limitation of Liability of Issuer; Waiver of Personal Liability. The Issuer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions of any conceivable kind under any conceivable theory under this Agreement or any document or instrument referred to herein, or by reason of or in connection with this Agreement or other document or instrument except to the extent it receives amounts from the Borrower available for such purpose. No recourse under or upon any obligation, indemnity, covenant or agreement contained in this Agreement or under any judgment obtained against the Issuer, or by the enforcement of any assessment or by legal or equitable proceedings by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of this Agreement, shall be had against any trustee, director, member, commissioner, officer, employee or agent, as such, past, present or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or to the Placement Agent or otherwise of any amount that may become owed by the Borrower hereunder. Any and all personal liability of every nature, whether at common law or in equity, or by statute or constitution or otherwise, of any trustee, director, member, commissioner, officer, employee or agent, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Issuer or any receiver thereof, the Placement Agent or otherwise, of any amount that may become 9

10 owed by the Issuer hereunder is hereby expressly waived and released as a condition of and in consideration for the execution of this Agreement. 11. Certain Conditions to Placement Agent s Obligations. The obligations of the Placement Agent to act and continue to act as agent hereunder, and the obligation of the Initial Purchaser of Bonds to purchase the Bonds, shall be subject to (i) the performance by the Issuer and the Borrower of their respective obligations to be performed hereunder at or prior to the Closing or such earlier time as may be specified herein, (ii) the accuracy of each of the representations and warranties of the Issuer and the Borrower contained herein as of the date hereof and as of the time of the Closing, as if made at and as of the time of the Closing, and (iii) the following conditions: (a) At the time of the Closing, (i) the Bonds, the Issuer Documents and the Borrower Documents shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Placement Agent, (ii) the proceeds of the sale of the Bonds shall be deposited as specified in the Indenture and as more fully described in certificates and applications delivered at the Closing, and (iii) the Issuer shall have duly adopted and there shall be in full force and effect such resolutions, including the Authorizing Resolutions as, in the reasonable opinion of Bond Counsel, shall be necessary in connection with the transactions described herein; and (b) documents: At or prior to the Closing, the Placement Agent shall have received the following (i) The approving opinion of Bond Counsel addressed to the Issuer, dated the Closing Date relating to the validity of the Bonds and the exclusion from gross income for federal income tax purposes of interest on the Bonds, substantially in the form agreed to by Bond Counsel, the Placement Agent and counsel to the Initial Purchaser, and a reliance letter thereto addressed to the Placement Agent and the Initial Purchaser; (ii) An opinion of counsel(s) to the Borrower, dated the Closing Date and addressed to Bond Counsel, the Issuer, the Trustee, the Placement Agent and the Initial Purchaser, in form and substance satisfactory to the Bond Counsel, Placement Agent and counsel to the Initial Purchaser; (iii) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to Bond Counsel, the Issuer, the Borrower, the Trustee, the Placement Agent, and the Initial Purchaser in form and substance satisfactory to the Placement Agent and counsel to the Initial Purchaser; (iv) A certificate of the Issuer dated the Closing Date to the effect that (A) the authorizing resolutions have not been rescinded, modified, or amended and are in full force and effect as of the Closing Date; (B) each of the representations and warranties of the Issuer contained in the Issuer Documents is true and correct as of the Closing Date; (C) each of the covenants and agreements of the Issuer contained in the Issuer Documents which are required to be performed on or before the Closing Date have been duly performed; (D) to its knowledge, no event or circumstance has occurred or exists which 10

11 constitutes, or with the giving of notice or the passage of time would constitute, a default on the part of the Issuer under the Issuer Documents; and (E) no litigation or proceeding of any kind is now pending or, to the best knowledge of the Issuer, threatened against the Issuer before any court or agency of the United States of America or the State of Alaska (I) to restrain or enjoin the issuance or delivery of the Bonds, the acquisition, construction, development or operation of the Project Facility, or materially and adversely affecting in any way the security for the Bonds, (II) in which an unfavorable decision, ruling, or finding would adversely affect the validity or enforceability of the Issuer Documents, or any other documents executed by the Issuer in connection with the Bonds, the performance by the Issuer of any of its obligations thereunder, or the consummation of any of the transactions contemplated thereby, or the acquisition, construction, development or operation of the Project Facility, or (III) wherein an unfavorable decision, ruling, or finding would have a material adverse effect on the condition (financial or otherwise), operation, property, assets, power, or authority of the Issuer; (v) A certificate of the Borrower dated the Closing Date to the effect that (A) no litigation or proceeding of any kind is now pending or, to the best knowledge of the Borrower, threatened against the Borrower before any court or agency of the United States of America or the State of Alaska (I) to restrain or enjoin the issuance or delivery of the Bonds, the acquisition, construction, development or operation of the Project Facility, or materially and adversely affecting in any way the security for the Bonds, (II) which would materially adversely affect the business or properties or financial condition of the Borrower, (III) in which an unfavorable decision, ruling, or finding would adversely affect the validity or enforceability of the Borrower Documents or any other documents executed by the Borrower in connection with the Bonds, the performance by the Borrower of any of its obligations thereunder, or the consummation of any of the transactions contemplated thereby, or the acquisition, construction, development or operation of the Project Facility, or (IV) wherein an unfavorable decision, ruling, or finding would have a material adverse effect on the condition (financial or otherwise), operation, property, assets, power, or authority of the Borrower; (B) each of the representations and warranties of the Borrower contained in the Borrower Documents is true and correct in all material respects as of the Closing Date; (C) each of the covenants and agreements of the Borrower contained in the Borrower Documents which are required to be performed on or before the Closing Date has been duly performed; (D) no event or circumstance has occurred or exists, which constitutes, or with the giving of notice or the passage of time would constitute, a default on the part of the Borrower under the Borrower Documents; and (E) the Borrower has no knowledge of any defect in title to the Mortgaged Property described in the Mortgage which is not (1) mentioned in the title report or (2) a Permitted Encumbrance; (vi) A certificate of no litigation from the Attorney General of the State; (vii) Executed counterparts or certified copies, as appropriate, of the Issuer Documents and the Borrower Documents; (viii) A title commitment in form and substance satisfactory to counsel to the Initial Purchaser; 11

12 (ix) The additional legal opinions, certificates, proceedings, instruments and other documents as are listed on Exhibit A hereto or as counsel for the Initial Purchaser may reasonably request to evidence compliance by the Issuer and the Borrower with the legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer and the Borrower herein contained and the due performance or satisfaction by the Issuer and the Borrower, at or prior to the Closing, of all agreements then required to be performed and all conditions then required to be satisfied by the Issuer and the Borrower at the Closing. 12. Payment of Costs. The Borrower shall be responsible for the payment of all reasonable costs and expenses in connection with the authorization, issuance and sale of the Bonds. The fee for services of the Placement Agent shall be $50,000. On the Closing Date, the Placement Agent shall wire funds to the Trustee of the Bonds in amount equal to the original principal amount of the Bonds ($13,000,000), less the Placement Agent's fee for services ($50,000). The Borrower shall also be responsible for the payment of any costs associated with the incurrence by the Placement Agent of a day loan and/or any other transaction costs in connection with assignment of CUSIP number(s) and its payment of the purchase price or delivery of the Bonds through DTC described in Section 1 hereof. The cost and expense of a day loan, CUSIP charges, and fees related to the arrangement of DTC eligibility is $[ ]. 13. Termination. If the Issuer or the Borrower shall be unable to satisfy any of the conditions to the obligations of the Placement Agent contained in this Agreement, and such condition is not waived by the Placement Agent, or if the obligations of the Placement Agent to place the Bonds shall be terminated or canceled for any reason permitted by this Agreement, this Agreement shall terminate and neither the Placement Agent, the Borrower nor the Issuer shall be under further obligation hereunder; except that the respective obligations to indemnify and pay expenses, as provided in Sections 9 and 12 hereof, shall continue in full force and effect. 14. Survival of Certain Representations and Agreements. The respective representations, agreements, warranties, covenants and other statements of the Issuer, the Borrower and their respective officers and of the Placement Agent set forth herein or made pursuant hereto will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Placement Agent or the Initial Purchaser, and will survive delivery of and payment for the Bonds, and shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the purchase of the Bonds on the Closing Date or termination of this Placement Agreement and shall survive the Closing Date. 15. Notice. Any notice or other communication to be given to the Issuer under this Placement Agreement may be given by delivering the same in writing to the Issuer at the address shown above to the attention of Executive Director, with a copy to Law Office of Kenneth E. Vassar, LLC, 2220 North Star Street #24, Anchorage, Alaska 99503, Attention: Lisa C. Lauterbur, any notice or other 12

13 communication to the Borrower under this Placement Agreement may be given by delivering the same in writing to Family Centered Services of Alaska, Inc., 1825 Marika Road, Fairbanks, Alaska 99709, Attention: John Regitano, Executive Director and any notice or other communication to the Placement Agent under this Placement Agreement may be given by delivering the same in writing to RBC Capital, One Logan Square, 17 th Floor, 130 North 18 th Street, Philadelphia, PA 19103, Attention David Fields. 16. Parties in Interest. This Placement Agreement is made solely for the benefit of the Issuer, the Borrower, the Initial Purchaser, the Placement Agent (including agents, successors and assigns of the Placement Agent), and the persons entitled to indemnity and contribution under Section 9 hereof, and their respective successors, assigns and legal representatives, and no other person shall acquire or have any right hereunder or by virtue hereof. The term agents, successors and assigns as used in this Placement Agreement shall not include any subsequent purchaser of any of the Bonds. 17. Waiver of Conditions. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer and the Borrower hereunder for the benefit of the Placement Agent may be waived by the Placement Agent in its sole discretion, and the approval of the Placement Agent when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing, signed by the person whose approval or satisfaction is sought to be established. 18. Counterparts. This Placement Agreement may be executed in several counterparts, each of which shall be regarded as an original document and all of which shall constitute one and the same document. 19. Headings. The headings of the sections of this Placement Agreement are inserted for convenience only and shall not be deemed to be a part thereof. 20. Governing Law. The validity, interpretation, and performance of this Placement Agreement shall be governed by the laws of the State of Alaska (the State ) and the parties hereto agree to the exclusive jurisdiction of the courts in Fairbanks, Alaska. 21. Effectiveness. This Placement Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Issuer, the Borrower and the Initial Purchaser and shall be valid and enforceable as of the time of such acceptance. [Signature page follows] 13

14 [Placement Agent] By: Accepted and approved as of the date first above written. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY By: Name: Title: INITIAL PURCHASERS: [Fund Name(s)] By: Name: Title: [Signature Page to Placement Agreement]

15 EXHIBIT A CLOSING CHECKLIST Exhibit A-1

16 EXHIBIT B FORM OF BOND Exhibit B-1

17 EXHIBIT C FORM OF INVESTOR LETTER INVESTOR LETTER Alaska Industrial Development and Export Authority Anchorage, Alaska Re: $13,000,000 Alaska Industrial Development and Export Authority Revenue Bonds (J. R. Cannone Project), Series 2016 (the Bonds ) Ladies and Gentlemen: The undersigned ( Investor ) is the initial purchaser of the Bonds issued by the Alaska Industrial Development and Export Authority (the Authority ) pursuant to that certain Indenture dated as of April 1, 2016 (the Indenture ) between the Authority and UMB Bank, National Association, and that certain Loan Agreement dated as of April 1, 2016 (the Loan Agreement ) between the Authority and J. R. Cannone, LLC (the Borrower ). Capitalized terms not defined herein shall be given the meaning ascribed thereto in the Indenture. In connection with the sale of the Bonds to the Investor, the Investor hereby makes the following representations upon which you may rely: 1. The Investor has received and read copies of the Bond Documents. 2. The Investor has sufficient knowledge and experience in financial and investment matters to be able to evaluate the risks and merits of an investment in the Bonds. 3. The Investor understands that it may be required to bear the risks of this investment in the Bonds for an indefinite time, since any sale prior to maturity may not be possible. 4. The Investor is (i) an accredited investor within the meaning of Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended (the 1933 Act ) or (ii) a Qualified Institutional Buyer as defined in Rule 144A under the 1933 Act. 5. The Investor understands that the Bonds are not registered under the 1933 Act and that such registration is not legally required as of the date hereof; and further understands that the Bonds (i) are not being registered or otherwise qualified for sale under the Blue Sky laws and regulations of any state, (ii) will not be listed in any stock or other securities exchange and, (iii) will not carry a rating from any rating service. 6. The Investor acknowledges that it has either been supplied with or been given Exhibit C-1

18 access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and the Investor has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Borrower and the Bonds and the security therefor. Investor acknowledges that it has not relied upon the Authority for any information in connection with the Investor s purchase of the Bonds. Sincerely,