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<br /> ORANGE COUNTY, NORTH CAROLINA
<br /> $ 998009000 LIMITED OBLIGATION BONDS , SERIES 2024A
<br /> $2, 080 ,000 TAXABLE LIMITED OBLIGATION REFUNDING BONDS , SERIES 2024B
<br /> BOND PURCHASE AGREEMENT
<br /> June 6 , 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 $ 9 , 800 , 000
<br /> aggregate principal amount of the County ' s Limited Obligation Bonds , Series 2024A (the "2024A Bonds ")
<br /> and the $ 2 , 080 , 000 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 $ 10 , 549 , 701 . 64 (representing the
<br /> principal amount of the 2024A Bonds , plus net original issue premium of $ 807 , 120 . 75 , and less
<br /> underwriters ' discount of $ 57 ,419 . 11 ) and the purchase price for the 2024B Bonds shall be $ 2 , 066 , 348 . 33
<br /> (representing the principal amount of the 2024B Bonds , less underwriters ' discount of $ 13 , 651 . 67)
<br /> (collectively, the "Purchase Price") . The Underwriters shall pay the Purchase Price for the Bonds on the
<br /> day of the Closing by wiring $ 12 , 616 , 049 . 97 , 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 (1) 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 21 , 2024 (the "Approving Resolution") . As security for
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