Common use of Purchase and Sale of the Bonds Clause in Contracts

Purchase and Sale of the Bonds. The Purchaser hereby agrees to purchase the 2023 Bonds and the Town hereby agrees to issue the 2023 Bonds and to sell the 2023 Bonds to the Purchaser, at par[, less a discount of $ ]. The Bonds shall be paid for in installments, and the first installment shall be in the amount of $ . The 2023 Bonds shall be dated their date of issuance and shall bear interest at the rate of [5.75%] per annum, payable semiannually on January 15 and July 15, beginning [July] 15, 2023. The 2023 Bonds shall mature on January 15, 2033 and be subject to mandatory sinking fund redemption as set forth on Exhibit A attached hereto and made a part hereof. The other terms of the 2023 Bonds are set forth in the form of the 2023 Bonds and in the Indenture. The 2023 Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 Bonds. (a) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 Bonds. (b) Prior to delivery of the 2023 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March 1, 2023 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Bonds. (2) It is familiar with the Town, the Avon Redevelopment Commission ("Commission"), the Avon Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Bonds and the Financing Agreement. Prior to the purchase of the 2023 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Bonds, the tax status of the 2023 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company or the Commission to honor their financial obligations or other covenants under the 2023 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues prepared by Financial Services Group, Inc. in connection with the issuance of the 2023 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Bonds. (4) It is acquiring the 2023 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 Bonds are payable from TIF Revenues and Taxpayer Payments, subject to any rescission provisions of the Financing Agreement. (7) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 2022 Bonds and the Town hereby agrees to issue the 2023 2022 Bonds and to sell the 2023 2022 Bonds to the Purchaser, at par[, less a discount of $ ]. The Bonds shall be paid for in installments, and the first installment shall be in the amount of $ . The 2023 2022 Bonds shall be dated their date of issuance and shall bear interest at the rate of [5.75%] % per annum, payable semiannually on January 15 February 1 and July 15August 1, beginning August 1, 2026. [JulyInterest shall begin to accrue six months prior to the first interest payment date.] 15, 2023. The 2023 2022 Bonds shall mature on January 15August 1, 2033 2047, and be subject to optional and mandatory sinking fund redemption as set forth on Exhibit A attached hereto and made a part hereof. The other terms of the 2023 2022 Bonds are set forth in the form of the 2023 2022 Bonds and in the Indenture. The 2023 2022 Bonds shall constitute a contract between the Town and the PurchaserCompany, as the owner of the 2023 2022 Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 2022 Bonds. (bc) Prior to delivery of the 2023 2022 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 2022 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March August 1, 2023 2022 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 2022 Bonds. (2) It is familiar with the Town, the Avon Zionsville Redevelopment Commission ("Commission"), ) and the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 2022 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 2022 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 2022 Bonds and the Financing Agreement. Prior to the purchase of the 2023 2022 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 2022 Bonds, the tax status of the 2023 2022 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess possesses such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or XxxxxxXxxxxxxx & Xxxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their financial obligations or other covenants under the 2023 2022 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues (as defined in the Indenture) prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 2022 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 2022 Bonds. (4) It is acquiring the 2023 2022 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 2022 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2022 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2022 Bonds are payable solely from TIF Revenues and Taxpayer PaymentsRevenues, subject to any rescission provisions of the Financing Agreement. (7) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (8) It understands that the Town has no continuing disclosure obligations with regard to the 2022 Bonds. (9) It understands the 2022 Bonds are being issued on a taxable basis. (10) It understands that on March 11, 2020, the World Health Organization proclaimed the Coronavirus (COVID-19) to be a pandemic. In an effort to lessen the risk of transmission of COVID-19, the United States government, state governments, local governments and private industries have taken measures to limit social interactions in an effort to limit the spread of COVID-19, affecting business activities and impacting global, state and local commerce and financial markets. The emergence of COVID-19 and the spread thereof is an emerging and evolving issue. As the Town continues its efforts to contain and limit the spread COVID-19 disease, future tax and other revenue collections may deviate from anticipated and historical collections and may have an adverse impact on the financial position and operations of the Town and its ability to fund debt obligations, including the bonds in accordance with its terms. The Town is not able to predict and makes no representations as to the economic impact of the COVID-19 pandemic on the Town or its financial position. (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the 2022 Bonds, which 2022 Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the 2022 Bonds and opinion of Xxxxxxxx & Xxxxxxx, P.C., as counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the 2022 Bonds.

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 2022 Bonds and the Town hereby agrees to issue the 2023 2022 Bonds and to sell the 2023 2022 Bonds to the Purchaser, at par[, less a discount of $ ]. The Bonds shall be paid for in installments, and the first installment shall be in the amount of $ . The 2023 2022 Bonds shall be dated their date of issuance and shall bear interest at the rate of [5.75%] 4.0]% per annum, payable semiannually on January 15 February 1 and July 15August 1, beginning [July] 15August 1, 20232025. Interest shall begin to accrue six months prior to the first interest payment date. The 2023 2022 Bonds shall mature on January 15February 1, 2033 2046 and be subject to optional and mandatory sinking fund redemption as set forth on Exhibit A attached hereto and made a part hereof. The other terms of the 2023 2022 Bonds are set forth in the form of the 2023 2022 Bonds and in the Indenture. The 2023 2022 Bonds shall constitute a contract between the Town and the PurchaserCompany, as the owner of the 2023 2022 Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 2022 Bonds. (bc) Prior to delivery of the 2023 2022 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 2022 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March August 1, 2023 2022 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 2022 Bonds. (2) It is familiar with the Town, the Avon Zionsville Redevelopment Commission ("Commission"), ) and the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 2022 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 2022 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 2022 Bonds and the Financing Agreement. Prior to the purchase of the 2023 2022 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 2022 Bonds, the tax status of the 2023 2022 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess possesses such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or XxxxxxXxxxxxxx & Xxxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their financial obligations or other covenants under the 2023 2022 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues (as defined in the Indenture) prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 2022 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 2022 Bonds. (4) It is acquiring the 2023 2022 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 2022 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2022 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2022 Bonds are payable solely from TIF Revenues and Taxpayer PaymentsRevenues, subject to any rescission provisions of the Financing Agreement. (7) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (8) It understands that the Town has no continuing disclosure obligations with regard to the 2022 Bonds. (9) It understands the 2022 Bonds are being issued on a taxable basis. (10) It understands that on March 11, 2020, the World Health Organization proclaimed the Coronavirus (COVID-19) to be a pandemic. In an effort to lessen the risk of transmission of COVID-19, the United States government, state governments, local governments and private industries have taken measures to limit social interactions in an effort to limit the spread of COVID-19, affecting business activities and impacting global, state and local commerce and financial markets. The emergence of COVID-19 and the spread thereof is an emerging and evolving issue. As the Town continues its efforts to contain and limit the spread COVID-19 disease, future tax and other revenue collections may deviate from anticipated and historical collections and may have an adverse impact on the financial position and operations of the Town and its ability to fund debt obligations, including the bonds in accordance with its terms. The Town is not able to predict and makes no representations as to the economic impact of the COVID-19 pandemic on the Town or its financial position. (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the 2022 Bonds, which 2022 Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the 2022 Bonds and opinion of Xxxxxxxx & Xxxxxxx, P.C., as counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the 2022 Bonds.

Purchase and Sale of the Bonds. The Purchaser (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the 2023 Bonds District for reoffering to the public and the Town District hereby agrees to issue the 2023 Bonds and to sell the 2023 Bonds to the PurchaserUnderwriter for such purpose, at par[all (but not less than all) of the $[ ] aggregate principal amount of the Buena Park School District (County of Orange, less a discount California) General Obligation Bonds, Election of $ ]. 2014, Series 2021 (the “Bonds”). (b) The Bonds shall be paid for in installments, and the first installment shall be issued in the amount of $ . The 2023 Bonds shall be dated their date of issuance principal amounts and shall bear interest at the rate of [5.75%] per annumrates, payable semiannually on January 15 with the yield to maturity or redemption (as applicable), and July 15, beginning [July] 15, 2023. The 2023 Bonds shall mature on January 15, 2033 the dates and be subject to mandatory sinking fund redemption as set forth in the years shown on Exhibit A attached hereto hereto, which is incorporated herein by this reference. Interest on the Bonds maturing on and made a part hereofafter August 1, 2022 (the “Tax-Exempt Bonds”) is payable on each February 1 and August 1, commencing August 1, 2021. The other terms of Interest on the 2023 Bonds are set forth in maturing on July 1, 2021 (the form of the 2023 Bonds and in the Indenture. The 2023 Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 “Federally Taxable Bonds”) is payable at maturity. (ac) The Town has taken Underwriter shall purchase the Bonds at a price of $[ ] (the “Purchase Price”) (which represents the aggregate initial principal amount of the Bonds, [plus/less] net original issue premium of $[ ], and less Underwriter’s discount in the amount of $[ ]). From the Purchase Price, the Underwriter shall withhold and hereby agrees to wire on the Closing Date (as defined below), in immediately available funds by check, draft or will take prior wire transfer [(i)] to closing all actions required U.S. Bank National Association, as costs administrator, the amount of $[ ] to pay the costs of issuance of the Bonds as provided in Section 11 hereof, such amount not exceeding two percent (2%) of the principal amount of the Bonds in accordance with California Education Code Section 15146(h)[, and (ii) to the Insurer (defined herein), the amount of $ representing the premium and fees for the Policy (defined herein)]. The remaining amount of the Purchase Price ($[ ]), shall be paid, in immediately available funds, by law wire transfer to enable it to issue or upon the 2023 Bondsorder of the County of Orange (the “County”) on behalf of the District on the Closing Date. (bd) Prior to delivery The District acknowledges and agrees that: (i) the purchase and sale of the 2023 Bonds by pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture District and the Financing Underwriter; (ii) the Underwriter is acting solely as underwriter and Covenant Agreement, dated as of March 1, 2023 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Bonds. (2) It is familiar with the Town, the Avon Redevelopment Commission ("Commission"), the Avon Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Bonds and the Financing Agreement. Prior to the purchase of the 2023 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Bonds, the tax status of the 2023 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company or the Commission to honor their financial obligations or other covenants under the 2023 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues prepared by Financial Services Group, Inc. principal in connection with the issuance matters contemplated by and with respect to all communications under this Purchase Agreement, including the process leading thereto, and is not acting as the agent or fiduciary of the 2023 Bonds has been based on estimates District or as Municipal Advisor (as defined in Section 15B of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Bonds. (4) It is acquiring the 2023 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and 1934, as amended (the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii“Exchange Act”)) a no-action letter of the staff District and its advisors in connection with the matters contemplated by this Purchase Agreement, regardless of whether the Securities and Exchange Commission that Underwriter or any affiliates thereof have provided or are providing other services to the staff will recommend that no action be taken with respect to such sale or transfer; or District; (iii) a certificate stating the Underwriter has financial and other interests that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee differ from those of the transfer restrictions applicable to District; (iv) the Bonds and that Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the transferor may be relying upon Rule 144A District with respect to the transfer offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the District on other matters) nor has it assumed any other obligation to the District except the obligations expressly set forth in this Purchase Agreement; and (v) in connection with the purchase and sale of the Bonds. , the District has consulted its own financial, legal and other advisors to the extent it has deemed appropriate. The District also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (6“MSRB”) It has investigated the security for the Series 2023 Bonds, including the availability of TIF Revenues, to its satisfactionRule G-17 Disclosures, and it understands that the Series 2023 Bonds are payable from TIF Revenues and Taxpayer Payments, subject to any rescission provisions of the Financing Agreement. (7) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as provided to the legal issues addressed herein;Underwriter an acknowledgement of such letter.

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 Series 2024 Bonds and the Town hereby agrees to issue the 2023 Series 2024 Bonds and to sell the 2023 Series 2024 Bonds to the Purchaser, at par[, less a discount of $ ]. The Bonds shall be paid for in installmentsa single installment of [$3,655,000.00] which will be deposited with the Trustee on August 10, 2023, or on such other date as may be mutually agreeable to the parties hereto, for deposit in accordance with and subject to the first installment shall be in conditions of the amount of $ Indenture. The 2023 Bonds shall be dated their date of issuance and shall bear interest at the a per annum rate of [5.75nine percent (9.0%] per annum)], payable semiannually on January 15 February 1 and July 15August 1, beginning [July] 15August 1, 20232024. The 2023 Bonds shall mature on January 15February 1, 2033 2049 and shall be subject to mandatory sinking fund redemption issued as a single bond with principal installment payments on February 1 and August 1 on the dates and in the amounts as set forth on Exhibit A attached hereto and made a part hereof. The Bonds are subject to an optional redemption by the Town, prior to maturity, on February 1, 2034 or any date thereafter, upon six (6) months’ written notice, in whole or in part, in such order of maturity as the Town shall direct and by lot within maturities, at face value, with no premium, plus in each case accrued interest to the date fixed for redemption. The other terms of the 2023 Bonds are set forth in the form of the 2023 Bonds and in the Indenture. The 2023 Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 Series 2024 Bonds and to pledge the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture) to the payment of the Bonds. (bc) Prior to delivery of the 2023 Series 2024 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Series 2024 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March [June 1], 2023 2024 ("Financing Agreement"), and will represent that:: 132610305v1 (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Series 2024 Bonds. (2) It is familiar with the Town, the Avon Company, the Zionsville Redevelopment Commission ("Commission"), the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Series 2024 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Series 2024 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Series 2024 Bonds and the Financing Agreement. Prior to the purchase of the 2023 Series 2024 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Series 2024 Bonds, the tax status of the 2023 Series 2024 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their its financial obligations or other covenants under the 2023 Series 2024 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues (as defined in the Indenture) prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 Series 2024 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Series 2024 Bonds. (4) It is acquiring the 2023 Series 2024 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Series 2024 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2024 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2024 Bonds are payable from TIF Revenues and Taxpayer Payments, subject to any rescission provisions of the Financing Agreement. (76) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (7) It understands that the Town has no continuing disclosure obligations with regard to the Series 2024 Bonds. (8) [It understands the Series 2024 Bonds are being issued on a taxable basis.] (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the Series 2024 Bonds, which Series 2024 Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the Series 2024 Bonds and opinion of Xxxxxxxx & Xxxxxxx, P.C., as counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the Series 2024 Bonds. (e) On the date hereof, the Company agrees to provide the Purchaser and the Town an opinion of counsel to the Company addressed to the Purchaser in form and substance acceptable to the Purchaser and covering the due authorization and enforceability of this Bond Purchase Agreement and the Loan Agreement as to the Company, as applicable. (f) On or prior to the date hereof, Purchaser shall have received such additional legal opinions, certificates, proceedings, instruments, and other documents as bond counsel or the Purchaser may reasonably request to evidence compliance by the Town, the Commission, and the Company with legal requirements of closing, and to certify the truth and accuracy as of the date hereof, of the representations of the Town, the Commission, and the Company at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (g) The fees and expenses of counsel to the Purchaser, in an amount of $25,000, shall be paid from the Bonds as costs of issuance.

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 Series 2024 Bonds and the Town hereby agrees to issue the 2023 Series 2024 Bonds and to sell the 2023 Series 2024 Bonds to the Purchaser, at par[, less a discount of $ ]. The Bonds shall be paid for in installmentsa single installment of [$3,655,000.00] which will be deposited with the Trustee on June 25, 2024, or on such other date as may be mutually agreeable to the parties hereto, for deposit in accordance with and subject to the first installment shall be in conditions of the amount of $ Indenture. The 2023 Bonds shall be dated their date of issuance and shall bear interest at the a per annum rate of [5.75nine percent (9.0%] per annum)], payable semiannually on January 15 February 1 and July 15August 1, beginning [July] 15August 1, 20232024. The 2023 Bonds shall mature on January 15February 1, 2033 2049 and shall be subject to mandatory sinking fund redemption issued as a single bond with principal installment payments on February 1 and August 1 on the dates and in the amounts as set forth on Exhibit A attached hereto and made a part hereof. The Bonds are subject to an optional redemption by the Town, prior to maturity, on February 1, 2034 or any date thereafter, upon six (6) months’ written notice, in whole or in part, in such order of maturity as the Town shall direct and by lot within maturities, at face value, with no premium, plus in each case accrued interest to the date fixed for redemption. The other terms of the 2023 Bonds are set forth in the form of the 2023 Bonds and in the Indenture. The 2023 Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 Series 2024 Bonds and to pledge the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture) to the payment of the Bonds. (bc) Prior to delivery of the 2023 Series 2024 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Series 2024 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March [June 1], 2023 2024 ("Financing Agreement"), and will represent that:: 132610305v1 (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Series 2024 Bonds. (2) It is familiar with the Town, the Avon Company, the Zionsville Redevelopment Commission ("Commission"), the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Series 2024 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Series 2024 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Series 2024 Bonds and the Financing Agreement. Prior to the purchase of the 2023 Series 2024 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Series 2024 Bonds, the tax status of the 2023 Series 2024 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their its financial obligations or other covenants under the 2023 Series 2024 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues (as defined in the Indenture) prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 Series 2024 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Series 2024 Bonds. (4) It is acquiring the 2023 Series 2024 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Series 2024 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2024 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2024 Bonds are payable from TIF Revenues and Taxpayer Payments, subject to any rescission provisions of the Financing Agreement. (76) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (7) It understands that the Town has no continuing disclosure obligations with regard to the Series 2024 Bonds. (8) [It understands the Series 2024 Bonds are being issued on a taxable basis.] (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the Series 2024 Bonds, which Series 2024 Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the Series 2024 Bonds and opinion of Xxxxxxxx & Xxxxxxx, P.C., as counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the Series 2024 Bonds. (e) On the date hereof, the Company agrees to provide the Purchaser and the Town an opinion of counsel to the Company addressed to the Purchaser in form and substance acceptable to the Purchaser and covering the due authorization and enforceability of this Bond Purchase Agreement and the Loan Agreement as to the Company, as applicable. (f) On or prior to the date hereof, Purchaser shall have received such additional legal opinions, certificates, proceedings, instruments, and other documents as bond counsel or the Purchaser may reasonably request to evidence compliance by the Town, the Commission, and the Company with legal requirements of closing, and to certify the truth and accuracy as of the date hereof, of the representations of the Town, the Commission, and the Company at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (g) The fees and expenses of counsel to the Purchaser, in an amount of $25,000, shall be paid from the Bonds as costs of issuance.

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 Series 2024 Bonds and the Town hereby agrees to issue the 2023 Series 2024 Bonds and to sell the 2023 Series 2024 Bonds to the Purchaser, at par[, less a discount of $ ]. [The Series 2024 Bonds shall be paid for in installments, and the first installment shall be in the amount of $ . .] The 2023 Series 2024 Bonds shall be dated their date of issuance and shall bear interest at the rate of [5.75%] 7.9% per annum, payable semiannually on January 15 February 1 and July 15August 1, beginning August 1, 2025. [JulyInterest shall begin to accrue six months prior to the first interest payment date.] 15, 2023. [Interest shall begin accruing on the date of issuance of the Series 2024 Bonds.] The 2023 Series 2024 Bonds shall mature on January 15February 1, 2033 2050 and be subject to optional and mandatory sinking fund redemption as set forth on Exhibit A attached hereto and made a part hereof. The other terms of the 2023 Series 2024 Bonds are set forth in the form of the 2023 Series 2024 Bonds and in the Indenture. The 2023 Series 2024 Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 Series 2024 Bonds, and to pledge the TIF Revenues and Taxpay Payments (each as defined in the Indenture) to the payment of the Series 2024 Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 Series 2024 Bonds and to pledge the TIF Revenues and Taxpayer Payments to the payment of the Series 2024 Bonds. (bc) Prior to delivery of the 2023 Series 2024 Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Series 2024 Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March December 1, 2023 2024 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Series 2024 Bonds. (2) It is familiar with the Town, the Avon Zionsville Redevelopment Commission ("Commission"), ) and the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Series 2024 Bonds, the Indenture, the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Series 2024 Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Bonds Series 2024 Bonds, the Financing Agreement and the Financing Taxpayer Agreement. Prior to the purchase of the 2023 Series 2024 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Series 2024 Bonds, the tax status of the 2023 Series 2024 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess possesses such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their its financial obligations or other covenants under the 2023 Series 2024 Bonds, the Indenture Indenture, the Taxpayer Agreement or the Financing Agreement. It understands that the projection of TIF Revenues prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 Series 2024 Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Series 2024 Bonds. (4) It is acquiring the 2023 Series 2024 Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Series 2024 Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2024 Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2024 Bonds are payable from TIF Revenues and Taxpayer Payments, subject to any rescission provisions of the Financing Agreement. (76) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (7) It understands that the Town has no continuing disclosure obligations with regard to the Series 2024 Bonds. (8) [It understands the Series 2024 Bonds are being issued on a taxable basis.] (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the Series 2024 Bonds, which Series 2024 Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the Series 2024 Bonds and opinion of Xxx Xxxxxxxxxx, as Chief Legal Counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the Series 2024 Bonds. (e) On the date hereof, the Company agrees to provide the Purchaser and the Town an opinion of counsel to the Company addressed to the Purchaser in form and substance acceptable to the Purchaser and covering the due authorization and enforceability of this Bond Purchase Agreement and the Financing Agreement as to the Company, as applicable. (f) On or prior to the date hereof, Purchaser shall have received such additional legal opinions, certificates, proceedings, instruments, and other documents as bond counsel or the Purchaser may reasonably request to evidence compliance by the Town, the Commission, and the Company with legal requirements of closing, and to certify the truth and accuracy as of the date hereof, of the representations of the Town, the Commission, and the Company at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (g) The fees and expenses of counsel to the Purchaser, in an amount of $ , shall be paid from the Bonds as costs of issuance.

Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the 2023 Series 2024A Bonds and the Town hereby agrees to issue the 2023 Series 2024A Bonds and to sell the 2023 Series 2024A Bonds to the Purchaser, at par. [, less a discount of $ ]. The Series 2024A Bonds shall be paid for in installments, and the first installment shall be in the amount of $ . .] The 2023 Series 2024A Bonds shall be dated their date of issuance and shall bear interest at the rate of [5.75%] 8.0]% per annum, payable semiannually on January 15 February 1 and July 15August 1, beginning [July] 15February 1, 20232028]. Interest shall begin to accrue six months prior to the first interest payment date. The 2023 Series 2024A Bonds shall mature on January 15[August 1, 2033 2049] and be subject to optional and mandatory sinking fund redemption as set forth on Exhibit A attached hereto and made a part hereof. The other terms of the 2023 Series 2024A Bonds are set forth in the form of the 2023 Series 2024A Bonds and in the Indenture. The 2023 Series 2024A Bonds shall constitute a contract between the Town and the Purchaser, as the owner of the 2023 Series 2024A Bonds. (ab) The Town has taken or will take prior to closing all actions required by law to enable it to issue the 2023 Series 2024A Bonds. (bc) Prior to delivery of the 2023 Series 2024A Bonds by the Town, the Purchaser will provide an investment letter to the Town to the effect that by acceptance of the 2023 Series 2024A Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing and Covenant Agreement, dated as of March April 1, 2023 2024 ("Financing Agreement"), and will represent that: (1) It is a sophisticated investor and it is familiar with securities such as the 2023 Series 2024A Bonds. (2) It is familiar with the Town, the Avon Zionsville Redevelopment Commission ("Commission"), the Avon Zionsville Redevelopment District ("District") and DRG Industrial Fund I Avon, LLC ("Company"); it has received such information concerning the Town, the Company, the 2023 Series 2024A Bonds, the Indenture, Indenture and the TIF Revenues and the Taxpayer Payments (each as defined in the Indenture), as it deems to be necessary in connection with investment in the 2023 Series 2024A Bonds. It has received, read and had an opportunity to comment upon and has consented to the provisions of the Indenture, the 2023 Series 2024A Bonds and the Financing Agreement. Prior to the purchase of the 2023 Series 2024A Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Town and the Company concerning the terms and conditions of the 2023 Series 2024A Bonds, the tax status of the 2023 Series 2024A Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the hereinafter defined Circuit Breaker), and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Town and Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Ice Xxxxxx LLP or XxxxxxXxxxxxxx & Xxxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxxxx & Clutter P.C. for information concerning the financial status of the Town, the Company the Commission or the District, or the ability of the Town, the Company Town or the Commission to honor their its financial obligations or other covenants under the 2023 Series 2024A Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues (as defined in the Indenture) prepared by Financial Services Group, Inc. Xxxxx LLP in connection with the issuance of the 2023 Series 2024A Bonds has been based on estimates of the investment in real property provided by the Company. (3) It understands that the Town's collection of the TIF Revenues may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property ("Circuit Breaker"). The Town may not increase its property tax levy or borrow money to make up any shortfalls due to the application of this tax credit. It further understands that neither the Town nor the Commission has the authority to levy a tax to pay principal of or interest on the 2023 Series 2024A Bonds. (4) It is acquiring the 2023 Series 2024A Bonds for its own account with no present intent to resell; and it will not sell, convey, pledge or otherwise transfer the 2023 Series 2024A Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. (5) It understands that the Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Bonds only if the Trustee shall first have received: (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts; or (ii) a no-action letter of the staff of the Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer; or (iii) a certificate stating that they reasonably believe that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Bonds. (6) It has investigated the security for the Series 2023 2024A Bonds, including the availability of TIF Revenues, to its satisfaction, and it understands that the Series 2023 2024A Bonds are payable from TIF Revenues and Taxpayer PaymentsRevenues, subject to any rescission provisions of the Financing Agreement. (76) It recognizes that: (a) the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein;; (b) by rendering such opinions, the attorneys do not become insurers or guarantors of (i) that expression of professional judgment; (ii) the transaction opined upon; or (iii) the future performance of parties to such transaction; and (c) the rendering of the opinions does not guarantee the outcome of any legal dispute that may arise out of the transaction. (7) It understands that the Town has no continuing disclosure obligations with regard to the Series 2024A Bonds. (8) [It understands the Series 2024A Bonds are being issued on a taxable basis.] (d) Simultaneously with the delivery to, or at the direction of, the Purchaser of the Series 2024A Bonds, which Series 2024A Bonds shall be substantially in the form set forth in the Indenture and registered as directed by the Purchaser, the Town shall furnish to the Purchaser the transcript of proceedings and the opinion of Ice Xxxxxx LLP, bond counsel, addressed to the Town, Trustee and Purchaser as to, among other things, the validity of the Series 2024A Bonds and opinion of Xxxxxxxx & Xxxxxxx, P.C., as counsel to the Town addressed to the Purchaser as to validity and enforceability of the Financing Agreement, Indenture and the Commission's resolution pledging TIF Revenues to the Series 2024A Bonds.