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

Purchase and Sale of the Bonds. Conditioned upon market availability, usual and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all of the Issuer’s General Obligation Bonds (the “Bonds”), authorized for issuance in one or more series under a resolution adopted by the Issuer on September 13, 2023 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Underwriter in which the Underwriter is acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Paying Agent”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds.

Purchase and Sale of the Bonds. Conditioned upon market availability, usual a. Subject to the terms and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, conditions and in reliance upon the representations, warranties and agreements set forth herein and in the Indemnity Agreement (as defined herein), the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the UnderwriterUnderwriters, all, but not less than all of, $59,235,000 aggregate principal amount of the Issuer’s General Obligation Bonds its Maricopa County, Arizona Pollution Control Corporation Pollution Control Refunding Revenue Bonds, 2012 Series A (El Paso Electric Company Palo Verde Project) (the “Bonds”) and the Underwriters hereby agree, jointly and severally, to purchase from the Issuer all of such Bonds. The purchase price for the Bonds shall be 100% of the principal amount. The Bonds shall bear interest at the rates, shall mature on the dates, and shall have the terms set forth in the Official Statement and Schedule III hereto. b. The Bonds will be issued pursuant to an Indenture of Trust, dated as of August 1, 2012 for the Bonds (the “Indenture”) between the Issuer and Union Bank, N.A., as Trustee (the “Trustee”), authorized for issuance in one or more series under and a resolution adopted by the Issuer on September 13June 14, 2023 2012 (the “Bond Resolution”) and more fully described herein. Inasmuch to provide for the refinancing of certain pollution control facilities of the Company (the “Project”), pursuant to a Loan Agreement, dated as this purchase and sale represents a negotiated transactionof August 1, 2012 for the Issuer acknowledges and agrees that: Bonds (i) the transaction contemplated by this Agreement is an arm’s length“Loan Agreement”), commercial transaction between the Issuer and El Paso Electric Company (the Underwriter “Company”), and in which accordance with the Underwriter is acting solely as provisions of a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to Tax Certificate of the Issuer with respect to dated the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective date of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount issuance of the Bonds and a Tax Certificate of the Company dated the date of issuance of the Bonds (the “Tax Certificates”). Such refinancing is to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected accomplished by the authorized officials redemption or purchase and cancellation of a prior series of bonds, originally issued by the Issuer in 2005 (the “Prior Bonds”) and described in the Indenture. c. No provision, covenant or agreement in this Bond Purchase Agreement or any obligation in this Bond Purchase Agreement imposed upon the Issuer, or the breach thereof, shall constitute an indebtedness of the Issuer pursuant within the meaning of any state constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer. No covenant or agreement contained in this Bond Resolution Purchase Agreement shall be deemed to be a covenant or agreement of any officer, agent or employee of the Issuer in his or her individual capacity, and neither the members of the Issuer Council of the Issuer nor any official shall be liable personally or be subject to any personal liability or accountability by reason of the execution of this Bond Purchase Agreement or the issuance or sale of the Bonds. d. The Company is entering into a Continuing Disclosure Agreement dated as of the Closing Date (as defined in Section 6 hereof) between the Company and the Trustee (the “Paying AgentContinuing Disclosure Agreement”), pursuant to which the Company will undertake to provide annual reports and other documents and notice of certain material events. The Company also will provide a certificate which states that the Preliminary Official Statement (as described below) is deemed final as of its date for purposes of Rule 15c2-12 (“Rule 15c2-12”) shall serve as paying agent, sinking fund depositary and registrar for under the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing Exchange Act (as hereinafter defined), and shall except for the information not be less than 90% nor more than 125.0% of the aggregate principal amount of Bonds required to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bondsincluded therein under Rule 15c2-12.

Purchase and Sale of the Bonds. Conditioned upon market availability, usual a. Subject to the terms and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, conditions and in reliance upon the representations, warranties and agreements set forth herein and in the Indemnity Agreement (as defined herein), the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the UnderwriterUnderwriters, all, but not less than all of, $63,500,000 aggregate principal amount of its Maricopa County, Arizona Pollution Control Corporation Pollution Control Refunding Revenue Bonds, 2009 Series A (El Paso Electric Company Palo Verde Project) (the Issuer’s General Obligation Bonds “Series A Bonds”) and $37,100,000 aggregate principal amount of its Maricopa County, Arizona Pollution Control Corporation Pollution Control Refunding Revenue Bonds, 2009 Series B (El Paso Electric Company Palo Verde Project) (the “Series B Bonds,” together with the Series A Bonds, the “Bonds”) and the Underwriters hereby agree, jointly and severally, to purchase from the Issuer all of such Bonds. The purchase price for the Bonds shall be 100% of the principal amount. The Bonds shall bear interest at the rates, shall mature on the dates, and shall have the terms set forth in the Official Statement and Schedule III hereto. b. The Bonds will be issued pursuant to separate Indentures of Trust, dated as of March 1, 2009 for the Series A Bonds and March 1, 2009 for the Series B Bonds (collectively, the “Indenture”) between the Issuer and Union Bank, N.A., as Trustee (the “Trustee”), authorized for issuance in one or more series under and a resolution adopted by the Issuer on September 13March 17, 2023 2009 (the “Bond Resolution”) to provide for the refinancing of certain pollution control facilities of the Company (the “Project”), pursuant to separate Loan Agreements, dated as of March 1, 2009 for the Series A Bonds and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transactionMarch 1, 2009 for the Series B Bonds (collectively, the Issuer acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s length“Loan Agreement”), commercial transaction between the Issuer and El Paso Electric Company (the Underwriter “Company”), and in which accordance with the Underwriter is acting solely as provisions of a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to Tax Certificate of the Issuer dated the date of issuance of the Bonds and a Tax Certificate of the Company dated the date of issuance of the Bonds (the “Tax Certificates”). Such refinancing is to be accomplished by the redemption or purchase and cancellation of two prior series of bonds, originally issued by the Issuer in 2005 (the “Prior Bonds”) and described in the separate Indentures of Trust thereof, on April 3, 2009 with respect to the transaction contemplated hereby Series A Bonds and the discussionson April 1, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has to the Issuer 2009 with respect to the transaction contemplated hereby expressly are set forth Series B Bonds. c. No provision, covenant or agreement in this Agreement; and (v) Bond Purchase Agreement or any obligation in this Bond Purchase Agreement imposed upon the Issuer has consulted its own legalIssuer, accountingor the breach thereof, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials constitute an indebtedness of the Issuer pursuant within the meaning of any state constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer. No covenant or agreement contained in this Bond Resolution Purchase Agreement shall be deemed to be a covenant or agreement of any officer, agent or employee of the Issuer in his or her individual capacity, and neither the members of the Issuer Council of the Issuer nor any official shall be liable personally or be subject to any personal liability or accountability by reason of the execution of this Bond Purchase Agreement or the issuance or sale of the Bonds. d. The Company is entering into a Continuing Disclosure Agreement dated as of the Closing Date (as defined in Section 6 hereof) between the Company and the Trustee (the “Paying AgentContinuing Disclosure Agreement”), pursuant to which the Company will undertake to provide annual reports and other documents and notice of certain material events. The Company also will provide a certificate which states that the Preliminary Official Statement (as described below) is deemed final as of its date for purposes of Rule 15c2-12 (“Rule 15c2-12”) shall serve as paying agent, sinking fund depositary and registrar for under the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing Exchange Act (as hereinafter defined), and shall except for the information not be less than 90% nor more than 125.0% of the aggregate principal amount of Bonds required to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bondsincluded therein under Rule 15c2-12.

Purchase and Sale of the Bonds. Conditioned upon market availability, usual (a) Upon the terms and customary Underwriter review conditions and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, and in reliance upon the basis of the respective representations, warranties and agreements set forth covenants herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all of the Issuer’s General Obligation Bonds (the “Bonds”), authorized for issuance in one or more series under a resolution adopted by the Issuer on September 13, 2023 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Underwriter in which the Underwriter is acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum $39,250,000 aggregate principal amount of the Issuer's Solid Waste Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series 2006 (the "Bonds"), bearing interest as described in the Official Statement (as defined below), at the purchase price of 99.25% of the principal amount thereof plus accrued interest (if any) thereon to the date of Closing (as defined in Section 5 hereof). The obligations of the Issuer to sell, and of the Underwriter to purchase hereunder, are with respect to all (but not less than all) of the Bonds. (b) The Bonds shall be issuedsubstantially as described in the Official Statement dated September 7, 2006 relating to the Bonds (including the cover page thereof and the Appendices thereto, as it may be amended or supplemented from time to time, the maximum annual principal maturity or mandatory redemption amounts"Official Statement"), and in the maximum interest rate(sIndenture of Trust dated as of September 1, 2006 (the "Indenture") per annumbetween X.X. Xxxxxx Trust Company, are set forth in Schedule I attached hereto. The Bonds are described inNational Association acting as Trustee (the "Trustee") and the Issuer, and authorizing the issuance of the Bonds, which shall be issued and secured under and pursuant to, to the terms and conditions Indenture. The proceeds of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials sale of the Issuer Bonds will be used to provide funds to loan to the Company pursuant to the Bond Resolution Loan Agreement dated as of September 1, 2006 (the “Paying Agent”"Loan Agreement"), between the Issuer and the Company, to finance the costs of the acquisition, construction and installation of certain solid waste disposal facilities (the "Project") shall serve for use by the Company, as paying agentpart of the Company's electric generation facility in Navajo County, sinking fund depositary and registrar for the BondsArizona. The purchase price for any series Company will also cause CoBank, ACB (the "Fronting Credit Facility Provider"), to deliver its irrevocable direct-pay letter of bonds purchased hereundercredit (the "Fronting Credit Facility") to the Trustee and will cause JPMorgan Chase Bank, including underwriting discount and net original issue discount or original issue premiumN.A. (the "Confirming Credit Facility Provider") to deliver its irrevocable confirmation (the "Confirming Credit Facility" and, shall be negotiated and set forth in a written addendum together with the Fronting Credit Facility, the "Initial Credit Facility") to this Agreement executed by both parties at least 15 days prior the Trustee, to date support payment of the Closing (as hereinafter defined), principal and shall not be less than 90% nor more than 125.0% purchase prices of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from during the dated date term of the Bonds Initial Credit Facility. Pursuant to the date of such ClosingFronting Credit Facility Agreement (as defined in the Indenture), the Company will agree to reimburse the Fronting Credit Facility Provider for amounts drawn on the Fronting Credit Facility. The initial offering prices Company's obligations under the Fronting Credit Facility Agreement will be secured by certain collateral documents of the Company, including a Bond Pledge Agreement, dated as of September 1, 2006, between the Company and yieldsthe Fronting Credit Facility Provider (the "Pledge Agreement") (collectively, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable the "Collateral Documents"). Pursuant to the BondsConfirming Credit Facility Agreement (as defined in the Indenture), not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum Fronting Credit Facility Provider will agree to this Agreement and in all respects shall be acceptable to reimburse the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by Confirming Credit Facility Provider for amounts drawn on the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such BondsConfirming Credit Facility.

Purchase and Sale of the Bonds. Conditioned upon market availability, usual Subject to the terms and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all all, but not less than all, of the Issuer’s General Obligation Bonds Bonds, Series of 2021 (the “Bonds”), authorized for issuance in one or more series under a resolution adopted by the Issuer on September 13, 2023 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer acknowledges and agrees that: (ithat:(i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Underwriter in which the Underwriter is acting solely as a principal and are is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own accountaccounts, (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amountsdated date therefor, the maturities and the maximum interest rate(s) rates per annum, annum are set forth in Schedule I attached hereto. The optional and mandatory sinking fund redemption provisions are set forth in Schedule II hereto. The Bonds are shall be as described in, and shall be issued and secured under and pursuant to, to the terms and conditions provisions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected Ordinance enacted by the authorized officials of the Issuer pursuant to the Bond Resolution on , 2021 (the “Paying AgentBond Ordinance”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds). The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, the Bonds shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, $ plus interest accruedaccrued on the Bonds, if any, on the Bonds from the dated date of the Bonds to the date of such ClosingClosing Date (as hereinafter defined). The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses purchase price equals the principal amount of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in less an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time underwriter’s discount of issuance and delivery $ plus a net original issue premium of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds$ .

Purchase and Sale of the Bonds. Conditioned upon market availability, usual ‌ (a) Subject to the terms and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, conditions and in reliance upon the representations, warranties and agreements set forth hereinin this Agreement, the Underwriter hereby agrees Underwriters agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, * Preliminary; subject to change. 4849-0405-5252 v.3 all, but not less than all, of the Bonds. The Issuer acknowledges that the primary role of the Representative, as an Underwriter, all is to purchase securities for resale to investors in an arm’s- length, commercial transaction between the Issuer and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Issuer’s General Obligation Bonds (the “Bonds”), authorized for issuance in one or more series under a resolution adopted by the Issuer on September 13, 2023 (the “Bond Resolution”) and more fully described herein. Inasmuch as this purchase and sale represents a negotiated transactionAccordingly, the Issuer acknowledges and agrees that: (i) the transaction contemplated by described in this Agreement is an arm’s arm’s-length, commercial transaction between the Issuer and the Underwriter Underwriters in which each of the Underwriter Underwriters is acting solely as a principal and are is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) none of the Underwriter Underwriters has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby described in this Agreement and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriter Underwriters or their affiliates has provided other services provided, or is currently providing providing, other services to the Issuer on other matters); ; (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has Underwriters have to the Issuer with respect to the transaction contemplated hereby expressly described in this Agreement are set forth expressly in this Agreement; Agreement and in the disclosures described in clause (v) of this paragraph; (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax, financial tax and other advisors, as applicable, to the extent it has deemed appropriate; and (v) each of the Underwriters has provided to the Issuer prior disclosures required under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”), which disclosures have been received by the Issuer. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory dated date, the maturities, redemption amountsprovisions (if any), initial yields and the maximum interest rate(s) rates per annum, annum are set forth in Schedule I attached heretoII to this Agreement. The Bonds are being issued to (i) refund all of the outstanding maturities of the City’s Rental Car Special Facility Revenue Bonds, Taxable Series 2013, as set forth in Schedule I to this Agreement (the “Refunded Bonds”) and (ii) pay the costs of issuance of the Bonds. Interest on the Bonds will accrue from the date of initial delivery of the Bonds to the Underwriters and will be payable on May 15, 2021 and each November 15 and May 15 thereafter until maturity or prior redemption. The Bonds shall be as described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution provisions of a trust indenture, dated as of February 1, 2021 (the “Paying AgentIndenture”) shall serve as paying agent), sinking fund depositary between the Issuer and registrar for U.S. Bank National Association (the Bonds“Trustee”), and a bond ordinance adopted by the Issuer on January 28, 2021 (the “Ordinance”). The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, the Bonds shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90% nor more than 125.0% of the aggregate principal $ amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution plus an original issue premium of $ discount of $ ) and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus no accrued interest, if any, from the dated date of such Bonds to the date of delivery of such Bonds.

Purchase and Sale of the Bonds. Conditioned upon market availability, usual Upon the terms and customary Underwriter review and approvals, customary bond documentation and opinions and the absence of either party terminating this Agreement pursuant to Section 8 herein, conditions and in reliance upon the representations, warranties warranties, covenants and agreements hereinafter set forth hereinforth, the Underwriter Underwriters jointly and severally hereby agrees agree to purchase from the IssuerAuthority, and the Issuer Authority hereby agrees to sell and deliver to the UnderwriterUnderwriters, all (but not less than all) of the Issuer’s General Obligation Bonds $[PAR AMOUNT] aggregate principal amount of the Napa County Flood Protection and Watershed Improvement Authority Limited Tax Subordinate Bonds, 2005 Series A (the “Bonds”). The purchase price for the Bonds shall be $________ (which purchase price is equal to the aggregate principal amount of the Bonds, authorized for issuance in one or more series under less an underwriters’ discount of $_______, less an original issue discount of $_______,). The Bonds, the Indenture and the Continuing Disclosure Agreement, dated as of _____ 1, 2005 (the “Continuing Disclosure Agreement”), between the Authority and U.S. Bank National Association, as trustee and dissemination agent (the “Dissemination Agent”) have been approved by a resolution adopted by the Issuer Governing Board of the Authority on September 13_____, 2023 2005 (the “Bond Resolution”) and more fully described herein). Inasmuch as this purchase and sale represents a negotiated transactionIn addition, the Issuer acknowledges Authority has entered into Agreement No. 2 and agrees that: Agreement No. 3 for State Administration of District Transaction and Use Taxes, both dated May 7, 1998 (i) collectively, the transaction contemplated by this “Board of Equalization Agreement”). The Indenture, the Continuing Disclosure Agreement is an arm’s length, commercial transaction between the Issuer and the Underwriter in which Board of Equalization Agreement are hereinafter collectively referred to as the Underwriter is acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary “Authority Documents.” Transferred to the Issuer; account of the Authority on the date hereof is a federal funds wire in the amount of one percent (ii1%) of the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Paying AgentGood Faith Deposit”) shall serve ), as paying agent, sinking fund depositary and registrar security for the Bondsperformance by the Underwriters of their obligations to accept delivery of and pay for the Bonds at the closing (hereinafter defined) in accordance with the provisions of this Purchase Contract. If this offer is accepted by the Authority, said amount shall be retained by the Authority in a special trust account. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate terms and conditions applicable to the Bonds, not inconsistent with the Bond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter shall, at the time of issuance and delivery of such Bonds, pay the appropriate purchase price set forth above, plus accrued interest, if any, earned on such deposit shall be retained for the exclusive benefit of the Authority. Concurrently with the delivery of and payment for the Bonds at the Closing, the principal amount of such deposit shall be applied in partial payment of the purchase price of the Bonds. In the event the Authority does not accept this offer, or upon the Authority’s failure to deliver the Bonds at the Closing, or if the conditions to the obligations of the Underwriters contained in this Purchase Contract shall be unsatisfied (unless waived by the Underwriters), or if such obligations shall be terminated for any reason permitted by this Purchase Contract, the principal amount of such deposit shall be immediately returned to the Representative. In the event that the Underwriters fail (other than for a reason permitted under this Purchase Contract) to accept delivery of and pay for the Bonds at the Closing, the principal amount of such deposit shall be retained by the Authority and shall constitute full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and shall constitute a full release and discharge of all claims and rights hereunder of the Authority against the Underwriters. The Authority and the Underwriters understand that in such event actual damages may be less or greater than such sum. Accordingly, the Underwriters hereby waive any right to claim that actual damages are less than such sum, and the Authority’s acceptance of this offer shall constitute a waiver of any right it may have to additional damages from the dated date of such Bonds to the date of delivery of such BondsUnderwriters.