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<br /> Attachment 5
<br /> ORANGE COUNTY,NORTH CAROLINA
<br /> $ LIMITED OBLIGATION BONDS, SERIES 2024A
<br /> $ TAXABLE LIMITED OBLIGATION REFUNDING BONDS, SERIES 2024B
<br /> BOND PURCHASE AGREEMENT
<br /> June , 2024
<br /> Orange County,North Carolina
<br /> Hillsborough,North Carolina
<br /> Ladies and Gentlemen:
<br /> The undersigned, Robert W. Baird & Co. Incorporated ("Baird") on its own behalf and as
<br /> representative of FHN Financial Capital Markets (together, the "Underwriters"), offers to enter into the
<br /> following purchase agreement(this"Bond Purchase Agreement")with Orange County,North Carolina(the
<br /> "County"), which, upon the County's acceptance of this offer, will be binding upon the County and the
<br /> Underwriters. This offer is made subject to the County's acceptance of this Bond Purchase Agreement,
<br /> which acceptance shall be evidenced by the execution and delivery(manually or by facsimile transmission)
<br /> of this Bond Purchase Agreement by a duly authorized officer of the County on or before 5:00 P.M.,Eastern
<br /> Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond Purchase Agreement
<br /> shall be in full force and effect in accordance with its terms and shall be binding upon the County and the
<br /> Underwriters. Except as expressly otherwise defined herein, capitalized terms used herein shall have the
<br /> same meanings as set forth in the Preliminary Official Statement(as defined below).
<br /> (1) Purchase and Sale. (a) Upon the terms and conditions and based on the representations,
<br /> warranties and covenants hereinafter set forth,the Underwriters hereby agree to purchase from the County,
<br /> and the County hereby agrees to sell to the Underwriters, all (but not less than all) of the $
<br /> aggregate principal amount of the County's Limited Obligation Bonds, Series 2024A(the"2024A Bonds")
<br /> and the $ aggregate principal amount of the County's Taxable Limited Obligation Refunding
<br /> Bonds, Series 2024B (the "2024B Bonds" and, together with the 2024A Bonds, the "Bonds"), dated the
<br /> date of payment for and the delivery of the Bonds (such payment and delivery being herein sometimes
<br /> called the "Closing"). The purchase price for the 2024A Bonds shall be $ (representing the
<br /> principal amount of the 2024A Bonds, plus [net] original issue premium of $ , and less
<br /> underwriters' discount of$ ) and the purchase price for the 2024B Bonds shall be $
<br /> (representing the principal amount of the 2024B Bonds, less underwriters' discount of $ )
<br /> (collectively, the "Purchase Price"). The Underwriters shall pay the Purchase Price for the Bonds on the
<br /> day of the Closing by wiring$ , at the County's direction,to the Trustee (as defined below).
<br /> (b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement
<br /> dated as of June 1,2021 (the"2021 Trust Agreement"),and a Second Supplemental Trust Agreement dated
<br /> as of June 1, 2024 (the "Second Supplemental Trust Agreement" and, together with the 2021 Trust
<br /> Agreement, as previously supplemented,the"Trust Agreement"), each between the County and The Bank
<br /> of New York Mellon Trust Company,N.A., as trustee (the"Trustee"). The County is authorized pursuant
<br /> to Section 20 of Chapter 160A of the General Statutes of North Carolina(the"Act"),to issue the Bonds for
<br /> the purpose of providing funds to the County to(i)acquire,construct,equip and otherwise improve a variety
<br /> of County facilities and assets and (ii) pay certain costs incurred in connection with the sale and issuance
<br /> of the Bonds. The County's issuance of the Bonds has been authorized by a resolution adopted by the
<br /> Board of Commissioners of the County on May_, 2024 (the "Approving Resolution"). As security for
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