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

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the County for reoffering to the public and the County hereby agree to sell to the Underwriters for such purpose, all (but not less than all) of (i) the $ aggregate principal amount of the District’s General Obligation Bonds, Election of 2010, Series 2011A (the “Series 2011A Bonds”), consisting of $ aggregate principal amount of current interest bonds (the “Current Interest Bonds”), $ aggregate initial principal amount of capital appreciation bonds (the “Capital Appreciation Bonds”) and $ aggregate initial principal amount of convertible capital appreciation bonds (the “Convertible Capital Appreciation Bonds”), and (ii) the $ aggregate principal amount of the District’s General Obligation Bonds, Election of 2010, OHS West:261071798.2 Series 2011B ( Bonds) (the “Series 2011B Bonds,” and together with the Series 2011A Bonds, the “Bonds”) consisting of Current Interest Bonds. The Bonds shall bear or accrete interest at the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Series 2011A Bonds issued as Current Interest Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 . The Series 2011A Bonds issued as Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , and shall be paid at maturity as shown in Exhibit A hereto. The Series 2011A Bonds issued as Convertible Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , to the applicable conversion date thereof (the “Conversion Date”). From and after the Conversion Date thereof, each such Convertible Capital Appreciation Bond shall bear interest from such Conversion Date and such interest shall be payable on each February 1 and August 1, commencing on the February 1 or August 1 immediately following such Conversion Date. The stated value of each Convertible Capital Appreciation Bond at the Conversion Date thereof shall be paid at maturity as shown in Exhibit A hereto. [The Series 2011B Bonds shall be issued as Current Interest Bonds and shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 .] The Underwriters shall purchase the Bonds at a price of $ (which is equal to the sum of $ , the initial principal amount of the Bonds plus $ , the amount of net original issue premium), in immediately available funds by check, draft or wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the District. The District and the County acknowledge and agree that the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the District, the County and the Underwriters, and the Underwriters are acting solely as underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement and are not acting as the agents or fiduciaries of the District or the County or the District’s or the County’s advisors in connection with the matters contemplated by this Purchase Agreement. In connection with the purchase and sale of the Bonds, the District and the County have consulted their own financial and other advisors to the extent they have deemed appropriate.

Purchase and Sale of the Bonds. Upon (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the County Issuer for reoffering offering to the public public, and the County Issuer hereby agree agrees to sell and deliver to the Underwriters Underwriter for such purpose, all (all, but not less than all) of (i) the $ aggregate principal amount , of the District’s General Obligation BondsInfrastructure Facilities Refunding Revenue Bonds (City of Independence, Election of 2010Missouri, Series 2011A (the “Series 2011A Bonds”), consisting of $ aggregate principal amount of current interest bonds (the “Current Interest Bonds”), $ aggregate initial principal amount of capital appreciation bonds (the “Capital Appreciation Bonds”) and $ aggregate initial principal amount of convertible capital appreciation bonds (the “Convertible Capital Appreciation Bonds”), and (ii) the $ aggregate principal amount of the District’s General Obligation Bonds, Election of 2010, OHS West:261071798.2 Series 2011B ( Annual Appropriation Electric System Revenue Bonds) Series 2022 (the “Series 2011B Bonds,” and together with the Series 2011A Bonds, the “Bonds”) consisting of Current Interest Bonds). The Bonds shall bear or accrete interest at purchase price for the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Series 2011A Bonds issued as Current Interest Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 . The Series 2011A Bonds issued as Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , and shall be paid at maturity as shown in Exhibit A hereto. The Series 2011A Bonds issued as Convertible Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , to the applicable conversion date thereof (the “Conversion Date”). From and after the Conversion Date thereof, each such Convertible Capital Appreciation Bond shall bear interest from such Conversion Date and such interest shall be payable on each February 1 and August 1, commencing on the February 1 or August 1 immediately following such Conversion Date. The stated value of each Convertible Capital Appreciation Bond at the Conversion Date thereof shall be paid at maturity as shown in Exhibit A hereto. [The Series 2011B Bonds shall be issued as Current Interest Bonds and shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 .] The Underwriters shall purchase the Bonds at a price $ (reflecting original issue premium of $ (which is equal to the sum and an underwriting discount of $ , the initial principal amount of the Bonds plus $ , the amount of net original issue premium), in immediately available funds by check, draft or wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the District. The District payment for and the County acknowledge and agree that the purchase and sale delivery of the Bonds pursuant to this Purchase Agreement Section 7 is an arm’s-length commercial transaction called the “Closing.” (b) The Bonds are being issued by the Issuer pursuant to the terms of the Bond Trust Indenture, dated as of May 1, 2022 (the “Indenture”), by and between the DistrictIssuer and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”). The Bonds shall mature on the dates, in the years and in the amounts, shall bear interest at fixed interest rates and shall be offered at the initial public offering prices as described on Schedule I attached hereto and made a part hereof. (c) Proceeds of the Bonds will be used to (i) refund, on a current basis, (A) the Issuer’s outstanding Infrastructure Facilities Revenue Bonds (City of Independence, Missouri, Annual Appropriation Electric System Revenue Bonds – Dogwood Project), Series 2012A (the “Series 2012A Refunded Bonds”) and (B) the Issuer’s outstanding Infrastructure Facilities Leasehold Improvement and Refunding Revenue Bonds (City of Independence, Missouri – Electric System Projects), Series 2012F (the “Series 2012F Refunded Bonds,” together with the Series 2012A Refunded Bonds, the County and the Underwriters“Refunded Bonds”), and the Underwriters are acting solely as underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement and are not acting as the agents or fiduciaries of the District or the County or the District’s or the County’s advisors in connection with the matters contemplated by this Purchase Agreement. In connection with the purchase and sale of [**(ii) fund a debt service reserve fund for the Bonds, and**] (iii) pay the District costs of issuance of the Bonds and the County have consulted their own financial and other advisors to incidental costs of refunding the extent they have deemed appropriateRefunded Bonds.

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth hereinforth, the Underwriters Underwriter hereby agree agrees to purchase from the County District for reoffering to the public public, and the County District hereby agree agrees to sell to the Underwriters Underwriter for such purpose, all (but not less than all) of (i) the $ aggregate principal amount of the District’s 2022 General Obligation Refunding Bonds, Election of 2010, Series 2011A A (Federally Tax-Exempt) (the “Series 2011A A Bonds”), consisting of and (ii) $ aggregate principal amount of the District’s 2022 General Obligation Refunding Bonds, Series B (Federally Taxable) (the “Series B Bonds,” together with the Series A Bonds, the “Bonds”). The Series A Bonds shall be issued as current interest bonds (the “Current Interest Bonds”), $ aggregate initial principal amount of and the Series B Bonds shall be issued as Current Interest Bonds and capital appreciation bonds (the “Capital Appreciation Bonds”) and $ aggregate initial principal amount of convertible capital appreciation bonds (the “Convertible Capital Appreciation Bonds”), and (ii) the $ aggregate principal amount of the District’s General Obligation Bonds, Election of 2010, OHS West:261071798.2 Series 2011B ( Bonds) (the “Series 2011B Bonds,” and together with the Series 2011A Bonds, the “Bonds”) consisting of Current Interest Bonds. The Bonds shall bear accrue or accrete interest at the rates and rates, shall mature on the dates and in the years and shall be subject to redemption as shown on Exhibit Appendix A hereto, which is incorporated herein by this reference. The Series 2011A Bonds issued as Current Interest Bonds will be dated the date of delivery thereof (the “Date of Delivery”) and shall bear interest from such date, payable from the date thereof and such interest shall be payable semiannually on each February 1 and August 1, commencing August 1, 20 2022. The Series 2011A Bonds issued as Capital Appreciation Bonds shall accrete will be dated as of their Date of Delivery, and will not bear interest on a periodic basis, instead accreting interest from their datethe Date of Delivery thereof, compounded semiannually on February 1 and August 1 of each year, commencing August 1, commencing on 1, 20 2022, and shall be paid at maturity or early redemption as shown in Exhibit Appendix A hereto. The Series 2011A final maturity dates, interest and accretion rates, yields and redemption provisions of the Bonds issued as Convertible Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , to the applicable conversion date thereof (the “Conversion Date”). From and after the Conversion Date thereof, each such Convertible Capital Appreciation Bond shall bear interest from such Conversion Date and such interest shall be payable on each February 1 and August 1, commencing on the February 1 or August 1 immediately following such Conversion Date. The stated value of each Convertible Capital Appreciation Bond at the Conversion Date thereof shall be paid at maturity as are shown in Exhibit Appendix A hereto. [The Series 2011B Bonds shall be issued as Current Interest Bonds and shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 .] The Underwriters Underwriter shall purchase the Series A Bonds at a price of $ (which is equal to consisting of the sum of $ , the initial principal amount of the Series A Bonds plus of $ , [plus/less] [net] original issue [premium/discount] of $ , less an Underwriter’s discount of $ ). The Underwriter shall purchase the Series B Bonds at a price of $ (consisting of the principal amount of net original issue premiumthe Series B Bonds of $ $ ), in immediately available funds by check, draft or wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the District. The District and the County acknowledge and agree that the purchase and sale of the Bonds pursuant to this Purchase Agreement is less an arm’s-length commercial transaction between the District, the County and the Underwriters, and the Underwriters are acting solely as underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement and are not acting as the agents or fiduciaries of the District or the County or the DistrictUnderwriter’s or the County’s advisors in connection with the matters contemplated by this Purchase Agreement. In connection with the purchase and sale of the Bonds, the District and the County have consulted their own financial and other advisors to the extent they have deemed appropriate.discount of

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters Underwriter hereby agree agrees to purchase from the County for reoffering to the public and the County hereby agree agrees to sell in the name and on behalf of the District to the Underwriters Underwriter for such purpose, all (but not less than all) of (i) the $ aggregate initial principal amount of the District’s Savanna Elementary School District General Obligation Bonds, Election of 20102008 Election, Series 2011A A (the “Series 2011A Bonds”), consisting of $ aggregate principal amount of current interest bonds (the “Current Interest Bonds”), ) and $ aggregate initial principal amount of capital appreciation bonds (the “Capital Appreciation Bonds”) and $ aggregate initial principal amount of convertible capital appreciation bonds (the “Convertible Capital Appreciation Bonds”), and (ii) the $ aggregate principal amount of the District’s General Obligation Bonds, Election of 2010, OHS West:261071798.2 Series 2011B ( Bonds) (the “Series 2011B Bonds,” and together with the Series 2011A Bonds, the “Bonds”) consisting of Current Interest Bonds. The Bonds shall bear or accrete interest at the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Series 2011A Bonds issued as Current Interest Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 2009. The Series 2011A Bonds issued as Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 2009, and shall be paid at maturity as shown in Exhibit A hereto. The Series 2011A Bonds issued as Convertible Capital Appreciation Bonds shall accrete interest from their date, compounded semiannually on February 1 and August 1, commencing on 1, 20 , to the applicable conversion date thereof (the “Conversion Date”). From and after the Conversion Date thereof, each such Convertible Capital Appreciation Bond shall bear interest from such Conversion Date and such interest shall be payable on each February 1 and August 1, commencing on the February 1 or August 1 immediately following such Conversion Date. The stated value of each Convertible Capital Appreciation Bond at the Conversion Date thereof shall be paid at maturity as shown in Exhibit A hereto. [The Series 2011B Bonds shall be issued as Current Interest Bonds and shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 .] The Underwriters Underwriter shall purchase the Bonds at a price of $ (which is equal to the sum of $ , the initial principal amount of the Bonds plus $ , the amount of remaining net original issue premium), in immediately available funds by check, draft or wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the District. The District and Underwriter’s discount of $ does not exceed % of the County acknowledge and agree that the purchase and sale principal amount of the Bonds (excluding costs of issuance to be paid by the Underwriter pursuant to this Purchase Agreement is an arm’s-length commercial transaction between Section 14 hereof). The true interest cost for the District, the County and the Underwriters, and the Underwriters are acting solely as underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement and are not acting as the agents or fiduciaries of the District or the County or the District’s or the County’s advisors in connection with the matters contemplated by this Purchase Agreement. In connection with the purchase and sale of the Bonds, the District and the County have consulted their own financial and other advisors to the extent they have deemed appropriate.Bonds is