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131 <br /> common ownership of their capital interests or profits interests,if both <br /> entities are partnerships (including direct ownership by one <br /> partnership of another), or(iii) more than 50% common ownership of <br /> the value of the outstanding stock of the corporation or the capital <br /> interests or profit interests of the partnership, as applicable, if one <br /> entity is a corporation and the other entity is a partnership (including <br /> direct ownership of the applicable stock or interests by one entity of <br /> the other), and <br /> iv. "sale date" means the date of execution of this Bond Purchase <br /> Agreement by all parties. <br /> (4) Official Statement. The County hereby ratifies and approves the Preliminary <br /> Official Statement dated May _, 2025 (the "Preliminary Official Statement"), and <br /> consents to its distribution and use by the Underwriters prior to the date hereof in <br /> connection with the public offering and sale of the Bonds. The County confirms that the <br /> Preliminary Official Statement was "deemed final" by the County as of its date for <br /> purposes of Rule 15c2-12 of the United States Securities and Exchange Commission under <br /> the Securities Exchange Act of 1934 (the "Rule"). Upon acceptance of this offer, the <br /> County shall prepare a final Official Statement and shall, within the earlier of seven (7) <br /> business days following the date hereof or two business days prior to the Closing Date (as <br /> hereinafter defined), deliver to the Underwriters printed copies of such final Official <br /> Statement (such final Official Statement, together with any amendment or supplement <br /> thereto, being the "Official Statement") in sufficient quantity as may reasonably be <br /> required by the Underwriters in order to comply with the Rule and any applicable rules of <br /> the Municipal Securities Rulemaking Board(the"MSRB"). The County hereby authorizes <br /> and approves the Official Statement and consents to the use and distribution of the Official <br /> Statement by the Underwriters in connection with the public offering and sale of the Bonds. <br /> At the time of or prior to the Closing, the Underwriters will file, or cause to be filed, the <br /> Official Statement with the MSRB. In addition,the County hereby approves and authorizes <br /> the Underwriters to coordinate the printing of the Official Statement and consents to the <br /> electronic distribution of the Official Statement. <br /> (5) Representations of the County. The County hereby represents, warrants and <br /> covenants that: <br /> (a) The County is a political subdivision duly organized and validly <br /> existing under the Constitution and laws of the State of North Carolina (the "State"), and <br /> is authorized pursuant to the laws of the State, including the Act, and the Approving <br /> Resolution to issue the Bonds. <br /> (b) The County has full legal right, power and authority to (i) adopt the <br /> Approving Resolution, (ii) execute, deliver and perform its obligations under this Bond <br /> Purchase Agreement, the Trust Agreement, the Bonds, and the Modified Deed of Trust; <br /> -5- <br />