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129 <br /> Attachment 5 <br /> $[ l <br /> ORANGE COUNTY,NORTH CAROLINA <br /> LIMITED OBLIGATION BONDS, SERIES 2026A <br /> BOND PURCHASE AGREEMENT <br /> June [_], 2026 <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 Hilltop Securities Inc. (together, the "Underwriters"), offers to enter into the following <br /> 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 $[� <br /> aggregate principal amount of the County's Limited Obligation Bonds, Series 2026A(the"Bonds") dated <br /> the date of payment for and the delivery of the Bonds (such payment and delivery being herein sometimes <br /> called the"Closing"). The purchase price for the Bonds shall be$[ (representing the principal <br /> amount of the Bonds,plus [net] original issue premium of$[ ], and less underwriters' discount <br /> of$[ ) (the "Purchase Price"). The Underwriters shall pay the Purchase Price for the Bonds <br /> on the day of the Closing by wiring $[ ], at the County's direction, to the Trustee (as defined <br /> below). <br /> (b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement <br /> dated as of June 1, 2018 (the "2018 Trust Agreement"), and a Fifth Supplemental Trust Agreement dated <br /> as of June 1,2026(the"Fifth Supplemental Trust Agreement"and,together with the 2018 Trust Agreement, <br /> as previously supplemented,the"Trust Agreement"),each between the County and The Bank of New York <br /> Mellon Trust Company,N.A., as trustee(the"Trustee"). The County is authorized pursuant to Section 20 <br /> of Chapter 160A of the General Statutes of North Carolina(the"Act"), to issue the Bonds for the purpose <br /> of providing funds to the County to(i)acquire,construct,equip and otherwise improve a variety of County <br /> facilities and assets and(ii)pay certain costs incurred in connection with the sale and issuance of the Bonds. <br /> The County's issuance of the Bonds has been authorized by a resolution adopted by the Board of <br /> Commissioners of the County on May 19,2026(the"Approving Resolution"). As security for performance <br /> of the County's obligations under the Trust Agreement, the County will execute and deliver to a deed of <br /> trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust Supplement#5 <br />