Orange County NC Website
112 <br /> EXHIBIT B <br /> �[ 1 <br /> Orange County,North Carolina <br /> Limited Obligation Bonds, Series 2019B <br /> ISSUE PRICE CERTIFICATE <br /> The undersigned, on behalf of Robert W. Baird & Co. Incorporated("Baird"), on behalf of itself <br /> and FTN Financial Capital Markets (together, the "Underwriting Group"), hereby certifies as set forth <br /> below with respect to the sale and issuance of the above-captioned obligations(the"Bonds"). <br /> 1. [Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the <br /> first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective <br /> price listed in Schedule A.][Sale of the General Rule Maturities. As of the date of this certificate, for <br /> each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity of the <br /> Bonds was sold to the Public is the respective price listed in Schedule A.] <br /> 2. [Initial Offering Price of the Hold-the-Offering-Price Maturities. <br /> (a) The Underwriting Group offered the Hold-the-Offering-Price Maturities to the Public for <br /> purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or <br /> before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached <br /> to this certificate as Schedule B. <br /> (b) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group <br /> have agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, they would <br /> neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the <br /> Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the- <br /> offering-price rule"), and(ii) any selling group agreement shall contain the agreement of each dealer who <br /> is a member of the selling group, and any retail distribution agreement shall contain the agreement of <br /> each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the- <br /> offering-price rule. Baird has not offered or sold any Maturity of the Bonds at a price that is higher than <br /> the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Each of the <br /> other members of the Underwriting Group [and each selling group member] has represented that it would <br /> not offer or sell any Maturity of the Hold the-Offering-Price Maturities at a price that is higher than the <br /> respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] <br /> 3. Defined Terms. <br /> (a) [General Rule Maturities means those Maturities of the Bonds listed in Schedule A <br /> hereto as the"General Rule Maturities."] <br /> (b) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in <br /> Schedule A hereto as the"Hold-the-Offering-Price Maturities."] <br /> (c) [Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period <br /> starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale <br /> Date (October [ 1, 2019), or (ii) the date on which the Underwriters have sold at least 10% of such <br /> Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price <br /> for such Hold-the-Offering-Price Maturity.] <br /> B-1 <br />