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

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offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth(5 )business day after the sale date; or (2) the date on which the Underwriters have sold at least 10%of that maturity of the 2021 A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriters shall promptly advise the County when the Underwriters have sold 10%of that maturity of the 2021A Bonds to the public at a price that is no higher than the initial offering price to the public,if that occurs prior to the close of the fifth(5th)business day after the sale date.] (d) FHN confirms that any selling group agreement and any retail distribution agreement(to which FHN is a party)relating to the initial sale of the 2021A Bonds to the public,together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a parry to such retail distribution agreement, as applicable,to(A)report the prices at which it sells to the public the unsold 2021A Bonds of each maturity allotted to it until it is notified by FHN that either the 10% test has been satisfied as to the 2021A Bonds of that maturity or all 2021A Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by FHN. The County acknowledges that, in making the representation set forth in this subsection, FHN will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2021A Bonds to the public,the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and(ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the 2021A Bonds to the public,the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule,if applicable,as set forth in the retail distribution agreement and the related pricing wires. The County further acknowledges that the Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement,to comply with its corresponding agreement regarding the hold-the-offering- price rule as applicable to the 2021A Bonds. (e) The Underwriters acknowledge that sales of any 2021A Bonds to any person that is a related parry to either of the Underwriters shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: i. "public"means any person other than an underwriter or a related party, ii. "underwriter"means(A)any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 2021A Bonds to the public and(B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A)to participate in the initial sale of the 2021A Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the 2021A Bonds to the public), iii. a purchaser of any of the 2021A Bonds is a"related party"to an underwriter if the underwriter and the purchaser are subject,directly or indirectly,to(i)at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of -3-