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127 <br /> Attachment 5 <br /> ORANGE COUNTY, NORTH CAROLINA <br /> LIMITED OBLIGATION BONDS, SERIES 2025 <br /> BOND PURCHASE AGREEMENT <br /> June , 2025 <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 <br /> and as representative of Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & <br /> Co., LLC (together, the "Underwriters"), offers to enter into the following purchase <br /> 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 <br /> County and the Underwriters. This offer is made subject to the County's acceptance of <br /> this Bond Purchase Agreement, which acceptance shall be evidenced by the execution and <br /> delivery (manually or by facsimile transmission) of this Bond Purchase Agreement by a <br /> duly authorized officer of the County on or before 5:00 P.M., Eastern Time, on the date <br /> 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 <br /> County and the Underwriters. Except as expressly otherwise defined herein, capitalized <br /> terms used herein shall have the same meanings as set forth in the Preliminary Official <br /> Statement (as defined below). <br /> (1) Purchase and Sale. (a) Upon the terms and conditions and based on the <br /> representations, warranties and covenants hereinafter set forth, the Underwriters hereby <br /> agree to purchase from the County, and the County hereby agrees to sell to the <br /> Underwriters, all (but not less than all) of the $ aggregate principal amount of <br /> the County's Limited Obligation Bonds, Series 2025 (the "Bonds") dated the date of <br /> payment for and the delivery of the Bonds (such payment and delivery being herein <br /> sometimes called the "Closing"). The purchase price for the Bonds shall be $ <br /> (representing the principal amount of the Bonds, plus [net] original issue premium of <br /> $ , and less underwriters' discount of $ ) (the "Purchase Price"). The <br />