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<br /> $ 67,3605000
<br /> ORANGE COUNTY, NORTH CAROLINA
<br /> LIMITED OBLIGATION BONDS, SERIES 2025
<br /> BOND PURCHASE AGREEMENT
<br /> June 5 , 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 and as
<br /> representative of Samuel A . Ramirez & Co . , Inc . and Siebert Williams Shank & Co . , LLC (together, the
<br /> "Underwriters ") , offers to enter into the following purchase agreement (this "Bond Purchase Agreement")
<br /> with Orange County, North Carolina (the "County") , which , upon the County ' s acceptance of this offer,
<br /> will be binding upon the County and the Underwriters . This offer is made subject to the County ' s
<br /> acceptance of 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 duly authorized
<br /> officer of the County on or before 5 : 00 P . M. , Eastern Time , on the date hereof. Upon such acceptance,
<br /> execution and delivery, this Bond Purchase Agreement shall be in full force and effect in accordance with
<br /> its terms and shall be binding upon the County and the Underwriters . Except as expressly otherwise defined
<br /> herein, capitalized 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 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 $ 67 , 360 ,000
<br /> aggregate principal amount of the County ' s Limited Obligation Bonds , Series 2025 (the "Bonds") dated
<br /> the 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 Bonds shall be $ 72 , 563 , 614 . 65 (representing the principal
<br /> amount of the Bonds , plus net original issue premium of $ 5 ,460 ,317 . 70 , and less underwriters ' discount of
<br /> $256, 703 . 05 ) (the "Purchase Price") . The Underwriters shall pay the Purchase Price for the Bonds on the
<br /> day of the Closing by wiring $ 72 , 563 , 614 . 65 , 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 Third Supplemental Trust Agreement dated
<br /> as of June 1 , 2025 (the "Third 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 20 , 2025 (the "Approving Resolution") . As security for
<br /> performance of the County ' s obligations under the Trust Agreement, the County will execute and deliver
<br /> to a deed of trust trustee (the "Deed of Trust Trustee") , for the benefit of the Trustee, a Deed of Trust
<br />
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