SUPPLEMENTAL RESOLUTION OF THE CITY OF WHEELING, WEST VIRGINIA

SUPPLEMENTAL RESOLUTION
                OF THE CITY OF WHEELING, WEST VIRGINIA

                WHEREAS, The City of Wheeling, West Virginia (the “City”) has, by
Ordinance, enacted on July 20, 2021, following a public hearing thereon (the “Ordinance”),
authorized the issuance by the Wheeling Municipal Building Commission (the “Building
Commission”) of not to exceed $8,000,000 in aggregate principal amount of the Wheeling
Municipal Building Commission Lease Revenue Bonds, Series 2021 A (Wheeling Police
Headquarters) (the “Series 2021 A Bonds”) for the purposes of (i) financing all or a portion of
the costs of the acquisition, construction, improvement, furnishing and equipping of the real
estate and improvements thereon located at 2000 Eoff Street, Wheeling West Virginia 26003,
(the foregoing real estate together with the improvements thereon, including without limitation
any renovations, improvements, furnishings or equipment resulting from the Project, as
hereinafter defined, and together with all easements and rights of way in connection therewith
are referred to herein as the “Property”) in accordance with the plans and specifications prepared
by M&G Architects and Engineers, a copy of which is on file with the City (the “Project”), to be
used by the City; and (ii) paying costs of issuing the Series 2021 A Bonds and related costs;

                  WHEREAS, the principal of and the premium, if any, and interest on the Series
2021 A Bonds and all other payments provided for in a Bond Indenture and Security Agreement
to be dated as of August 31, 2021 (the “Indenture”), between the Building Commission and
Wesbanco Bank, Inc., as trustee (the “Trustee”) will be secured by a first lien on Rentals (as
defined in the Lease), except for the Unassigned Issuer’s Rights (as defined in the Lease, which
is defined herein), to be paid to the Building Commission (defined herein) pursuant to the Lease,
and the Indenture, an Assignment of Leases to be executed by the Building Commission (the
“Assignment of Leases”), and a Credit Line Deed of Trust, Fixture Filing and Security
Agreement (herein referred to as the “Deed of Trust”), to be dated on or prior to the date of
Closing, to be executed and delivered by the Building Commission and the City as grantors, to
the trustees named therein for the benefit and security of the Trustee under the Indenture granting
a first priority lien on the Property, as further described in the Deed of Trust;

               WHEREAS, the Ordinance authorized leasing the Property by the City from the
Building Commission, pursuant to a Lease Agreement (the “Lease”), to be dated as of or prior to
the date of Closing;

               WHEREAS, the City has authorized the issuance by the Building Commission of
its Series 2021 A Bonds for the purposes of financing all or a portion of the costs of the Project
and paying costs of issuing the Series 2021 A Bonds;

              WHEREAS, the Ordinance initially contemplated that the Series 2021 A Bonds
would be sold to Piper Sandler & Co. (“Piper Sandler”), as underwriter, pursuant to a bond
purchase agreement and offered to the public by Piper Sandler through a Preliminary Official
Statement and an Official Statement;

WHEREAS, the City has determined that it is in its best interests that the Series
2021 A Bonds be privately placed by the Building Commission with Main Street Bank Corp., a
West Virginia banking corporation (the “Purchaser”), pursuant to the terms of a Commitment
Letter of the Purchaser (the “Commitment Letter”) attached hereto as Exhibit A, and a Bond
Purchase Agreement (defined herein), with Piper Sandler acting as placement agent (the
“Placement Agent”) for such private placement;

               WHEREAS, the City desires to approve the forms, terms and provisions of the
Indenture, the Lease, the Deed of Trust, and the Assignment of Leases, in connection with the
issuance of the Series 2021 A Bonds, as well as the final terms and provisions of the Bond
Purchase Agreement relating to the Series 2021 A Bonds and to authorize leasing the Property
from the Building Commission pursuant to the Lease; and

              WHEREAS, capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Ordinance.

               NOW, THEREFORE, BE IT RESOLVED by the City, as follows:

             1.      The Series 2021 A Bonds shall be issued in the aggregate principal
amount of $8,000,000, or such lesser principal amount as provided in the Bond Purchase
Agreement relating to the Series 2021 A Bonds (the “Bond Purchase Agreement”) by and
between the Building Commission and the Purchaser, as executed by the Chairman of the
Building Commission and approved and agreed to by the Mayor of the City.

               2.       The Mayor of the City is hereby authorized and directed to approve and
agree to, on behalf of the City, the Bond Purchase Agreement, substantially in the form presented
at this meeting, with such modifications, additions, deletions and other changes thereto as may
be approved by the Chairman of the Building Commission, and approved and agreed to by the
Mayor of the City, the execution of the said Bond Purchase Agreement by said Mayor to be
conclusive evidence of such approval and agreement.

                3.      The Indenture, the Lease, the Deed of Trust, and the Assignment of Leases
substantially in the respective forms presented at this meeting are hereby approved. The Mayor,
City Manager, and other members of the City are each hereby authorized and directed to execute
and deliver, and to affix the seal of the City thereon, to the Lease and the Deed of Trust relating
to the Series 2021 A Bonds, substantially in the form thereof presented at this meeting, with such
modifications, additions, deletions and other changes thereto as may be approved by the Mayor
of the City, the execution of the Lease and the Deed of Trust by said Mayor to be conclusive
evidence of such approval.

               4.     The Lease shall be dated as of August 1, 2021, or such other date as the
City Manager of the City shall approve, the execution thereof by said Mayor to be conclusive
evidence of such approval.

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5.      The Ordinance, except to the extent expressly amended or supplemented
by this Resolution, shall remain in force and effect, and the same is hereby ratified and affirmed
and all prior actions taken by the City in connection therewith and in connection with the Series
2021 A Bonds are likewise ratified and affirmed.

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Duly adopted by The City Wheeling, West Virginia, on August 17, 2021.

                                        THE CITY OF WHEELING

                                        Its Mayor

                                        Its City Manager

APPROVED AS TO FORM:

By: ________________________
    Its City Attorney

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CERTIFICATION

             The undersigned, being the duly appointed and qualified Clerk of The City of
Wheeling does hereby certify that the foregoing Supplemental Resolution was duly adopted by
The City of Wheeling at a regular meeting duly held, pursuant to proper notice thereof, on
August 17, 2021, quorum being present and acting throughout, and which Supplemental
Resolution was not been amended, modified, rescinded, repealed, annulled, revoked or otherwise
altered, as witness my hand and the seal of The City of Wheeling, this 31st day of August, 2021.

                                                   THE CITY OF WHEELING

[SEAL]

                                                   ________________________________
                                                   Its City Clerk

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EXHIBIT A

COMMITMENT LETTER

   (attached hereto)

         A-1