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130 <br /> dated as of June 1,2026(the"Fifth Deed of Trust Supplement"),supplementing the Existing Deed of Trust <br /> (as so supplemented, the "Modified Deed of Trust"), granting a first lien of record on the Mortgaged <br /> Property, subject to Permitted Encumbrances. <br /> (c) The Bonds shall be dated the date of the Closing, shall mature on the dates and in <br /> the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto. <br /> (2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation to sell <br /> and deliver the Bonds to the Underwriters,and to the obligation of the Underwriters to purchase and accept <br /> delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the County, <br /> and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a bona fide <br /> public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices <br /> set forth in Exhibit A. The Bonds may be offered and sold to certain dealers (including dealers depositing <br /> such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices. The <br /> Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary <br /> in connection with the offering of the Bonds. <br /> (3) Establishment of Issue Price. <br /> (a) Baird,on behalf of the Underwriters,agrees to assist the County in establishing the <br /> issue price of the Bonds and shall execute and deliver to the County at Closing an"issue price" or similar <br /> certificate, together with the supporting pricing wires or equivalent communications, substantially in the <br /> form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the <br /> reasonable judgment of Baird,the County, and Sanford Holshouser PLLC("Bond Counsel"),to accurately <br /> reflect,as applicable,the sales price or prices or the initial offering price or prices to the public of the Bonds. <br /> (b) [Except as otherwise set forth in Exhibit B attached hereto,the][The] County will <br /> treat the first price at which 10%of each maturity of the Bonds(the "10%test") is sold to the public as the <br /> issue price of that maturity(if different interest rates apply within a maturity, each separate CUSIP number <br /> within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond <br /> Purchase Agreement, Baird shall report to the County the price or prices at which the Underwriters have <br /> sold to the public each maturity of the Bonds. <br /> (c) [Baird confirms that the Underwriters have offered the Bonds to the public on or <br /> before the date of this Bond Purchase Agreement at the offering price or prices(the"initial offering price"), <br /> or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth <br /> therein. Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities of the <br /> Bonds for which the 10%test has not been satisfied and for which the County and Baird, on behalf of the <br /> Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the <br /> County to treat the initial offering price to the public of each such maturity as of the sale date as the issue <br /> price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule <br /> remains applicable to any maturity of the Bonds,the Underwriters will neither offer nor sell unsold Bonds <br /> of that maturity to any person at a price that is higher than the initial offering price to the public during the <br /> period starting on the sale date and ending on the earlier of the following: <br /> (1) the close of the fifth(5')business day after the sale date; or <br /> (2) the date on which the Underwriters have sold at least 10%of that maturity <br /> of the Bonds to the public at a price that is no higher than the initial <br /> offering price to the public. <br /> -2- <br />