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EXHIBIT B <br /> $[ ] <br /> Orange County,North Carolina <br /> Limited Obligation Bonds, Series 2021A <br /> ISSUE PRICE CERTIFICATE <br /> The undersigned, on behalf of FHN Financial Capital Markets ("FHN"), on behalf of itself and <br /> Robert W. Baird & Co. Incorporated (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 price <br /> listed in Schedule A.][Sale of the General Rule Maturities. As of the date of this certificate, for each <br /> Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity of the Bonds <br /> 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 to <br /> 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 Initial <br /> Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-the-offering-price <br /> rule"), and(ii) any selling group agreement shall contain the agreement of each dealer who is a member of <br /> the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer <br /> who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. FHN <br /> has not offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering <br /> Price for that Maturity of the Bonds during the Holding Period. Each of the other members of the <br /> Underwriting Group [and each selling group member] has represented that it would not offer or sell any <br /> Maturity of the Hold the-Offering-Price Maturities at a price that is higher than the respective Initial <br /> 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 hereto <br /> 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 (June_, 2021), or(ii) the date on which the Underwriters have sold at least 10% of such Hold-the- <br /> Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such <br /> Hold-the-Offering-Price Maturity.] <br /> B-1 <br />