OTHER-2021-025 Orange County, NC Limited Obligation Bonds

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Attachment 8 $[ 1 ORANGE COUNTY,NORTH CAROLINA LIMITED OBLIGATION BONDS, SERIES 2021A TAXABLE LIMITED OBLIGATION REFUNDING BONDS, SERIES 2021B BOND PURCHASE AGREEMENT June [_],2021 Orange County,North Carolina Hillsborough,North Carolina Ladies and Gentlemen: The undersigned,FHN Financial Capital Markets("FHN")on its own behalf and as representative of Robert W. Baird & Co. Incorporated (together, the "Underwriters"), offers to enter into the following purchase agreement (this "Bond Purchase Agreement") with Orange County, North Carolina (the "County"), which, upon the County's acceptance of this offer, will be binding upon the County and the Underwriters. This offer is made subject to the County's acceptance of this Bond Purchase Agreement, which acceptance shall be evidenced by the execution and delivery(manually or by facsimile transmission) of this Bond Purchase Agreement by a duly authorized officer of the County on or before 12:00 P.M., Eastern Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the County and the Underwriters. Except as expressly otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in the Preliminary Official Statement(as defined below). (1) Purchase and Sale. (a) Upon the terms and conditions and based on the representations, warranties and covenants hereinafter set forth,the Underwriters hereby agree to purchase from the County, and the County hereby agrees to sell to the Underwriters, all (but not less than all) of the $[� aggregate principal amount of the County's Limited Obligation Bonds,Series 2021A(the"2021A Bonds") and the $[ ] aggregate principal amount of the County's Taxable Limited Obligation Refunding Bonds, Series 2021B (the "2021B Bonds" and, together with the 2021A Bonds, the "Bonds"), dated the date of payment for and the delivery of the Bonds (such payment and delivery being herein sometimes called the "Closing"). The purchase price for the 2021A Bonds shall be $[ ] (representing the principal amount of the 2021A Bonds,plus/less [net] original issue premium/discount of$[ ],and less underwriters' discount of $[ ]) and the purchase price for the 2021B Bonds shall be $[ ] (representing the principal amount of the 2021B Bonds, plus/less [net] original issue premium/discount of $[ ], and less underwriters' discount of $[ ) (collectively, the "Purchase Price"). The Underwriters shall pay the Purchase Price for the Bonds on the day of the Closing by wiring$[ �, at the County's direction,to the Trustee(as defined below). (b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement dated as of June 1,2021 (the"Trust Agreement"),between the County and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The County is authorized pursuant to Section 20 of Chapter 160A of the General Statutes of North Carolina(the"Act"),to issue the Bonds for the purpose of providing funds to the County to (i) acquire, construct, equip and otherwise improve a variety of County facilities and assets, (ii)refund the Refunded Obligations and(iii)pay certain costs incurred in connection with the sale and issuance of the Bonds. The County's issuance of the Bonds has been authorized by a resolution adopted by the Board of Commissioners of the County on May 18, 2021 (the "Approving