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

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject (a) Subject to the terms and conditions herein conditions, and in reliance upon the representations, warranties and agreements set forthforth herein, at the Closing Time the Purchaser Underwriter agrees to purchase from the District Community Facilities District, and the Community Facilities District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 Underwriter, all (consisting but not less than all) of the original Community Facilities District No. 2016-1 of the County of Orange (Village of Esencia) Series A of 2016 Special Tax Bonds (the “Bonds”) in the aggregate principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00)specified in Exhibit A hereto. The Bonds will shall be issued under dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on February 15 and secured as provided August 15 in each year, commencing February 15, 2017) at the rates per annum, and mature on the dates and in the Resolution, will have the maturities and interest rates and will be subject to redemption all as amounts set forth on Schedule 1 attached in Exhibit A hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering purchase price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made the amount specified as such in Exhibit A. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in the Bond Indenture (the “Indenture”) dated as of November 1, 2016, by federal wire transfer and between the Community Facilities District and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture was approved by Resolution No. 16-107 (the “Resolution”) adopted on (c) The Underwriter has previously distributed to potential purchasers of the Bonds the Preliminary Official Statement for the Bonds, dated , 2016 (which Preliminary Official Statement, together with its cover page and all appendices thereto, are referred to herein as the “Preliminary Official Statement” and which, with the prior approval of the Underwriter and executed by the Community Facilities District, will be referred to herein as the “Official Statement”). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) is hereby ratified. The Community Facilities District hereby authorizes the Underwriter to use and distribute the Official Statement, the Indenture, the Resolution, the Community Facilities District Continuing Disclosure Certificate, dated as of , 2016, to be executed and delivered by the Community Facilities District (the “Community Facilities District Continuing Disclosure Certificate”), this Bond Purchase Agreement, any other documents or certified or official bank check or draft in immediately available federal funds payable contracts to which the Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities District to the order Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the District for Bonds by the account Underwriter. The Underwriter xxxxxx agrees to deliver a copy of the DistrictOfficial Statement to the MSRB through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, at the offices of Xxxxxxx & Bellincluding, P.C.without limitation, 0000 Xxxxx XxxxxxxxxMSRB Rule G-32 and Rule 15c2-12. (d) At 8:00 A.M., Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local California time, on February 1, 20172016, or at such other place, earlier time or date as shall be mutually agreed upon by the District Underwriter and the Purchaser. Upon Community Facilities District (such paymenttime and date being herein referred to as the “Closing Date”), the Bonds shall be delivered and released upon Community Facilities District will deliver (i) through the instructions facilities of the Purchaser to The Depository Trust Company, Company in New York, New York. The date of such delivery and payment is herein called York or to its agent, the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered definitive form as a single manuscript bond for each maturity (all Bonds being in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be book-entry form registered in the name of Cede & Co.Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the County, acting on behalf of the Community Facilities District, as nominee of DTC under DTC’s book-entry-only systemprovided in the Resolution, will be delivered and (ii) to the Paying Agent Underwriter, at the Newport Beach, California offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Bond Counsel”), the documents herein mentioned; and held pursuant the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to DTC’s Fast Automated Securities Transfer as the “Closing”). (FASTe) proceduresThe Underwriter agrees to make a bona fide public offering of the Bonds at the initial offering prices set forth in the Official Statement, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as which prices may be agreed upon changed from time to time by the District and the Purchaser. DRAFTUnderwriter after such offering.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject Subject to the terms and conditions herein and in reliance upon the representations, warranties and agreements set forth, at forth herein: the Closing Time the Purchaser Underwriter hereby agrees to purchase from the District City and the District City hereby agrees to sell to the Purchaser at a purchase price of $9,047,295.85 Underwriter all (consisting but not less than all) of the original $ aggregate principal amount of the City of Saratoga, California Community Facilities District No. 2016-1 (Arrowhead Project) Special Tax Bonds, Series 2018 (Taxable) (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, [plus an net original issue premium of $409,435.85$ ], less an underwriting Underwriter’s discount of $52,140.00$ ). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends Underwriter agrees to make an initial a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices (or yields) set forth in Schedule 1 Exhibit A attached hereto; providedhereto and incorporated herein by reference. Subsequent to the initial public offering, howeverthe Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the offering of the Bonds, without any requirement of prior notice, provided that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify Underwriter shall not invalidate such changes. change the interest rates set forth in Exhibit A. The Purchaser Bonds may offer be offered and sell the Bonds sold to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than such initial offering prices. The Bonds shall be substantially in the principal amount thereofform described in, shall be issued and secured under the provisions of, and shall be payable from the Special Tax Revenues and certain other amounts as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx- Xxxx Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Community Facilities District Act”). Payment for The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the “City Council”), on [October 17], 2018). The proceeds of the Bonds shall be used to: (i) finance certain water infrastructure improvements; (ii) fund a reserve fund for the Bonds; (iii) pay certain administrative expenses of the Community Facilities District; and (iv) pay the costs of issuing the Bonds. A. The City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by federal wire transfer the City and the City shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or certified agreement made by the City herein is incorrect in any material respect. The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities for resale to investors in an arm’s-length commercial transaction between the City and the Underwriter and that the Underwriter has financial and other interests that differ from those of the City and the Community Facilities District; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or official bank check or draft in immediately available federal funds payable fiduciary to the order City, or any other person or entity and has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); (iii) the only obligations the Underwriter has to the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the District for Securities and Exchange Commission or the account rules of the DistrictMunicipal Securities Rulemaking Board (the “MSRB”); and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged Public Financial Management Inc., as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on Public Financial Management Inc. for financial advice with respect to the Bonds. X. Xxxxxxxx to the authorization of the City, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2018, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxx Xxxxxxxxx & Xxxx LLP, Bond Counsel and Disclosure Counsel (herein called “Bond Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(T) hereof. The City hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or the Official Statement may be delivered and printed in a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms that it does not object to distribution of the Preliminary Official Statement or the Official Statement in electronic form. C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the City will undertake pursuant to the Continuing Disclosure Certificate, in the form attached to the Official Statement (the “Continuing Disclosure Certificate”), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. D. Except as the Underwriter and the City may otherwise agree, the City will deliver to the Underwriter, at the offices of Xxxxxxx & BellBond Counsel in San Francisco, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017California, or at such other place, time or date location as shall may be mutually agreed upon by the District Underwriter and the Purchaser. Upon such paymentCity, the Bonds shall be delivered documents hereinafter mentioned; and released upon the instructions of City will deliver to the Purchaser to Underwriter through The Depository Trust Company’s (“DTC”) FAST delivery system, New Yorkthe Bonds, New York. The date in definitive form (all Bonds bearing CUSIP® numbers provided by the Underwriter), duly executed by the City and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2018 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment is being herein called referred to as the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any BondClosing”). The Bonds will shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, which will be delivered to act as securities depository for the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) proceduresBonds, and the specimen Bonds will be made available to for checking by the Purchaser at least 24 hours Underwriter not less than 5 days prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTClosing.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, at the Closing Time the Purchaser Underwriter hereby agrees to purchase from the District Issuer, and the District Issuer hereby agrees to sell to the Purchaser Underwriter, all (but not less than all) of the Bonds. The Bonds shall be dated as of the Closing Date, shall mature on May 1, 2021, and shall bear interest payable on the dates and at a the rates as provided in the Loan Agreement. The purchase price of for the Bonds shall be $9,047,295.85 (consisting 2,725,000, representing 100% of the original principal amount thereof. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in the Loan Agreement. This Purchase Contract, the Loan Agreement, and the Remarketing Agreement are collectively referred to as the "Bond Documents." (b) The Official Statement, together with such changes as may be made thereto, with the written approval of the Underwriter, from time to time prior to the Closing Date (including any supplements thereto), is herein called the "Official Statement." The Borrower and the Issuer ratify, confirm and approve the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement to potential purchasers of the Bonds, plus an original issue premium and authorize the Underwriter to use and distribute the Official Statement, the Bond Documents and all information contained in each thereof, and all other documents, certificates and statements furnished by the Borrower to the Underwriter in connection with the transactions contemplated by this Purchase Contract, in connection with the offer and sale of $409,435.85the Bonds. (c) At 12:00 noon, less an underwriting discount New York City time, on May 31, 2001, or at such earlier or later time or date as shall be agreed upon by the Underwriter and the Issuer (such time and date being herein referred to as the "Closing Date"), the Issuer shall deliver the Bonds to the Trustee, as agent of $52,140.00The Depository Trust Company ("DTC"), for the account of the Underwriter, printed in a form acceptable to DTC and duly executed by the Issuer and authenticated by the Trustee, and the other documents herein mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this section by wire transfer in U.S. funds (such delivery and payment being herein referred to as the "Closing"). The Bonds will be issued under and secured delivered as provided in the Resolutionone fully registered bond, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., Co. as nominee of for DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to for review by the Purchaser at least 24 hours Underwriter not less than one Business Day prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTClosing.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 $ (consisting of the original principal amount of the Bonds, plus plus/less an original issue premium premium/discount of $409,435.85$ , less an underwriting discount of $52,140.00$ ). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” DRAFT The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time (hereinafter defined) the Purchaser Underwriter agrees to purchase from the District and the District agrees to sell to the Purchaser Underwriter the Bonds at a purchase price of $9,047,295.85 162,121,610 (consisting of the original $148,000,000 principal amount of the Bonds, plus an a net original issue premium of $409,435.8514,639,610, less an underwriting discount of $52,140.00518,000). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto, and will be subject to redemption as set forth in the Resolution and the Official Statement. The Purchaser intends to make an initial bona fide public offering of all District acknowledges and agrees that (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the District and the Underwriter, (b) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the District, (c) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the District with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the District on other matters) or any other obligation to the District except the obligations expressly set forth in this Bond Purchase Agreement, and (d) the District has consulted with its own legal and other professionals to the extent it deemed appropriate in connection with the offering of the Bonds. The Underwriter initially agrees to offer the Bonds to the public at the prices set forth in on Schedule 1 attached hereto; provided, however, that the Purchaser but may subsequently change such offering prices (except to the extent the Underwriter may have agreed to comply with the hold-the-offering-price or prices. The Purchaser rule in Section 4); the Underwriter agrees to notify the District of such changes, if such changes occur prior to Closingthe Closing Time, but failure so to so notify shall will not invalidate such changes. The Purchaser Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than the principal amount thereofpublic offering prices. Payment for the Bonds shall will be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District or for the account of the District, District or to such other accounts as the District may direct at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m.no later than 11:00 A.M., local time, on February 1June 4, 20172019, or such other place, time or date as shall will be mutually agreed upon by the District and the PurchaserUnderwriter. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser Underwriter to The Depository Trust Company, New York, New YorkYork (“DTC”). The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser Underwriter shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser Underwriter at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the PurchaserUnderwriter. DRAFTIn conjunction with (a) an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission relating to the pricing of the Bonds, or (b) the implementation of future regulation or similar guidance from the Internal Revenue Service, the Securities and Exchange Commission or other federal or state regulatory authority regarding the retention of pricing data for the Bonds, at the request of the District, the Underwriter will provide information explaining the factual basis for the Underwriter’s representations herein and in the Underwriter’s Receipt for Bonds and Representations relating to the pricing of the Bonds, other than information that would identify customers (e.g., name or account number). This agreement by the Underwriter to provide such information will continue to apply after the Closing Time but shall not extend to any customer data or other confidential or proprietary information of the Underwriter.

Purchase, Sale and Delivery of the Bonds. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the District Issuer and the District Issuer agrees to sell to the Purchaser the Bonds not later than 12:00 Noon, applicable Central time on May 24, 2017, or such other place, time or date as shall be mutually agreed upon by the Issuer and the Purchaser, at a the purchase price of $9,047,295.85 (consisting of the original principal amount of the Bondsset forth on Exhibit A attached hereto, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00accrued interest from the Dated Date to the Closing Date (the “Purchase Price”). The date of such delivery and payment is herein called the “Closing Date,” the hour and date of such delivery and payment is herein called the “Closing Time” and the transactions to be accomplished for delivery of the Bonds will on the Closing Date shall be herein called the “Closing.” The Bonds shall be issued under and secured as provided in the Resolution, will Bond Resolution and the Bonds shall have the maturities and interest rates and will be subject to redemption all as set forth therein and on Schedule 1 Exhibit A attached hereto, which also contains a summary of the redemption provisions of the Bonds. The Purchaser intends to make an initial bona fide public offering of all Bonds shall contain such other provisions as are described in the Bond Resolution and the Official Statement (as hereinafter defined). (b) The Issuer acknowledges and agrees that: (1) the purchase and sale of the Bonds at pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the prices Issuer and the Purchaser; (2) in connection with such transaction, the Purchaser is acting solely as a principal and not as an agent or a fiduciary of the Issuer; (3) the Purchaser has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer with respect to the offering of the Bonds or the process leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser, has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except with respect to the obligations expressly set forth in Schedule 1 attached heretothis Bond Purchase Agreement; and (4) the Issuer has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. (c) Payment of the Purchase Price for the Bonds shall be made by federal wire transfer in immediately available federal funds, payable to the order of a financial institution to be designated by the Issuer for the account of the Issuer on or before the Closing Time on the Closing Date. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York (“DTC”). (d) The delivery of the Bonds shall be made in “book-entry-only” fully registered form duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong CUSIP number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond); provided, however, that the Bonds may be delivered in temporary form. The Bonds shall be available at DTC at least 24 hours prior to the Closing Time. (e) The Purchaser agrees to offer the Bonds to the public initially at the offering prices or yields set forth in Exhibit A attached hereto, but may subsequently change such offering price or prices. The Purchaser agrees to notify the District Issuer of such changes, if such changes occur prior to Closingthe Closing Time, but failure so to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer offering prices set forth in Exhibit A attached hereto. (f) On or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time, the Purchaser will execute and deliver to the Issuer a written certification (the “Issue Price Certificate”) duly executed in substantially the form attached hereto as Exhibit B. (g) In conjunction with: (1) an audit or inquiry by the Internal Revenue Service (the “IRS”) or the Securities and authenticated and bearing CUSIP numbers Exchange Commission (provided neither the printing “SEC”) relating to the pricing of a wrong number on any Bond nor the failure Bonds, or (2) the implementation of future regulation or similar guidance from the IRS, the SEC or other federal or state regulatory authority regarding the retention of pricing data for the Bonds, at the request of the Issuer, the Purchaser will provide information explaining the factual basis for the Purchaser’s representations in the Issue Price Certificate relating to print a number thereon shall constitute cause to refuse delivery the pricing of any Bondthe Bonds, other than information that would identify customers (e.g., name or account number). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to This agreement by the Purchaser at least 24 hours prior to provide such information will continue to apply after the Closing Time for inspection upon delivery but shall not extend to the Paying Agent any customer data or at such other place as may be agreed upon by the District and confidential or proprietary information of the Purchaser. DRAFT.

Purchase, Sale and Delivery of the Bonds. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at on the Closing Time Date the Purchaser agrees to purchase from the District City and the District City agrees to sell to the Purchaser at all, but not less than all, of the Bonds for a purchase price of $9,047,295.85 not to exceed $ ,000, representing the par amount thereof, all in accordance with this Agreement and the Purchaser’s commitment letter attached hereto as ATTACHMENT B. (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). b) The Bonds City will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell deliver the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the DistrictPurchaser against payment of the purchase price therefor on or before , at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or 2021 unless a later date as shall be is mutually agreed upon by the District City and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called (the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond”). The Bonds may be in printed, engraved, typewritten or photocopied form, and each such form shall constitute “definitive form.” (c) The Bonds shall be payable directly to the Purchaser; shall be dated the date of delivery thereof; shall be payable, both as to principal and interest, in lawful money of the United States of America at , Jackson, Mississippi, said bank to act as paying agent, registrar and transfer agent for said Bonds; shall bear interest from the date thereof at the rates provided for in ATTACHMENT A, payable annually on such dates in each year as are specified in ATTACHMENT A, commencing on a date to be specified in ATTACHMENT A; and shall mature, subject to prior redemption, if so provided in ATTACHMENT A, on the dates and in the years and principal amounts set out in the ATTACHMENT A. (d) In connection with the purchase, sale and delivery of the Bonds, the Purchaser represents and warrants to the City the following: (1) the Bonds will be registered sold and purchased as set forth in Paragraph 4(a) hereof through a private sale; (2) the Purchaser is not purchasing for more than one (1) account, and is purchasing the Bonds for its own account for the purpose of investment and not with a view towards distribution or resale; (3) the Purchaser has knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of purchasing the Bonds; (4) the Purchaser has read and understands the Bond Documents (hereinafter described); (5) the Purchaser has had an opportunity to obtain and has obtained from the City all of the information, documents and materials it regards as necessary to evaluate the merits and risks of its purchase of the Bonds; (6) the Purchaser recognizes that Bond Counsel and counsel for the City are not responsible for any information contained in or omitted from materials regarding the City and that it does not look to Bond Counsel or counsel for the City to obtain such information on its behalf; and (7) while the Purchaser has no present intention to resell or otherwise dispose of all or any part of the Bonds, the Purchaser assumes responsibility for disclosing all material information in compliance with all applicable federal and State securities laws in the name event of Cede & Co., as nominee its resale of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTBonds.

Purchase, Sale and Delivery of the Bonds. (a) On the basis of the representations, warranties, warranties and covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set 601000.20156\BPA forth, at the Closing Time the Purchaser agrees to purchase from the District Issuer and the District Issuer agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; providednot later than 12:00 Noon, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, applicable Central time on February June 1, 20172022, or such other place, time or date as shall be mutually agreed upon by the District Issuer and the Purchaser. Upon such payment, at the Bonds shall be delivered and released upon purchase price set forth on Exhibit A attached hereto (the instructions of the Purchaser to The Depository Trust Company, New York, New York“Purchase Price”). The date of such delivery and payment is herein called the “Closing Issue Date,” and the hour and date of such delivery and payment is herein called the “Closing Time” and the transactions to be accomplished for delivery of the Bonds on the Issue Date shall be herein called the “Closing.” The Bonds shall be issued under and secured as provided in the Indenture and the Bonds shall mature December 31, 2032 and bear interest at the rate set forth in the Bonds. The Bonds shall contain such other provisions as are described in the Indenture. (b) The Parties acknowledge and agree that: (1) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Issuer and the Purchaser; and (2) in connection with such transaction, the Purchaser is acting solely as a principal and not as an agent or a fiduciary of any of the Issuer or the Tenant. (c) The Bonds are purchased by Purchaser under the following conditions: (i) the Bonds are not being registered or otherwise qualified for sale under the “Blue Sky” laws; (ii) Purchaser will hold the Bonds as one single debt instrument, (iii) no CUSIP numbers will be delivered obtained for the Bonds, (iv) no official statement or other similar offering document has been prepared in connection with the private placement of the Bonds, and (v) the Bonds will not close through the DTC or any similar repository and will not be in book entry form. (d) The delivery of the Bonds shall be made in definitive form, as fully registered form as a single manuscript bond for each maturity bonds (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) Time duly executed and authenticated and bearing CUSIP numbers (provided neither authenticated; provided, however, that the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond)Bonds may be delivered in temporary form. The Bonds will shall be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTTime.

Purchase, Sale and Delivery of the Bonds. A. On the basis of the representations, warranties, covenants and agreements contained herein in this Agreement, the Authorizing Legislation and in the other agreements and documents referred to hereinBonds, and subject to the terms and conditions set forth herein set forthand therein, at the Closing Time County agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the District County, the Bonds for the Purchase Price as set forth in the form of Delivery, Deposit and Cross-Receipt Certificate attached as Exhibit A to this Agreement. The Bonds shall be in the District agrees principal amounts, mature on the dates, bear interest at the rates and have the terms set forth in the Pricing Certificate, which shall be within the parameters and conditions established by the Commission in the Ordinance. B. The date of delivery of and payment for the Bonds is referred to sell in subparagraph C below in this Agreement as the “Closing Date”. The Bonds shall be delivered to the Purchaser at a purchase price of $9,047,295.85 (consisting in typewritten form on the Closing Date upon receipt of the original principal amount Purchase Price by the County, and a copy of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made available for examination by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable the Purchaser prior to the order of Closing Date. PPRF-5142 C. The parties hereto understand and agree that the District for the account of the DistrictClosing Date will occur on or about March 13, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 20172020, or such other placemutually agreeable date. D. Proceeds from the sale of the Bonds in amounts equal to the Purchase Price as set forth in the form of Delivery, time or date Deposit and Cross-Receipt Certificate attached as Exhibit A to this Agreement shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior County upon receipt of properly executed requisitions in substantially the same forms attached to this Agreement as Exhibit B-1 directing the Trustee to transfer the proceeds of the Bonds to the Closing Time for inspection upon delivery to the Paying Agent or at such other place Escrow Accounts, as may be agreed upon by the District and the Purchaser. DRAFTdefined below.

Purchase, Sale and Delivery of the Bonds. On (a) Subject to the basis of terms and conditions, and in reliance upon the representations, warranties, covenants warranties and agreements contained set forth herein, the Underwriter hereby agrees to purchase, and the Authority agrees to sell and deliver to the Underwriter, all (but not less than all) of the $ Coalinga Public Financing Authority (Fresno County, California) Water Revenue Bonds, Series 2024 (Solar Project) (the “Bonds”). The Bonds shall be dated the date of delivery thereof and shall mature on such dates and shall bear interest at such rates set forth in Exhibit A attached hereto. Interest on the Bonds shall be payable semiannually on April 1 and October 1 of each year, commencing April 1, 2025. (b) The purchase price for the Bonds shall be $ (consisting of the $ aggregate principal amount of the Bonds, plus $ of net original issue premium, less $ of Underwriter’s discount). As an accommodation to the Authority, the Underwriter will transfer the sum of $ to (the “Municipal Bond Insurer”) in payment of the premium for the municipal bond insurance policy issued for the Bonds (the “Municipal Bond Insurance Policy”) and will transfer the sum of $ to the Municipal Bond Insurer in payment of the premium for the reserve fund municipal bond insurance policy issued for the Bonds in lieu of cash funding a reserve fund for the Bonds (the “Reserve Policy”). The net purchase price of the Bonds of $ will be transferred to the Trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1.01 of the Indenture. (c) The Bonds shall be issued pursuant to the Xxxxx-Xxxx Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (commencing with Section 6584) (the “Bond Law”), and an Indenture of Trust, dated as of August 1, 2024 (the “Indenture”), by and between the Authority and Computershare Trust Company, N.A., as trustee (the “Trustee”), a resolution of the governing body of the Authority adopted on August 1, 2024 (the “Authority Resolution”), and a resolution of the City, adopted on August 1, 2024 (the “City Resolution”). (e) The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. The Bonds shall be secured by a pledge, charge and lien upon “Revenues”, which consist primarily of installment payments to be made by the City to the Authority pursuant to an installment sale agreement, dated as of August 1, 2024 (the “Installment Sale Agreement”), by and between the City and the Authority. The Bonds are being issued by the Authority to (a) finance the acquisition and construction of certain improvements, including, but not limited to, the installation of a solar photovoltaic (PV) system which will generate electricity through the conversion of solar energy and facilities, constituting part of the City’s municipal water enterprise (the “Water System”), (b) to purchase the Municipal Bond Insurance Policy and the Reserve Policy, (c) fund capitalized interest on the Bonds through April 1, 2026, and (d) pay costs of issuance of the Bonds. The City will undertake, pursuant to a continuing disclosure certificate (the “Continuing Disclosure Certificate”) to provide certain annual financial information, specified other agreements information data and documents notices of the occurrence of certain events, if material, to IGService, the initial Dissemination Agent, or any successor Dissemination Agent. A description of this undertaking is set forth in the Preliminary Official Statement (as defined herein) and will also be set forth in the Official Statement (as defined herein). The Indenture, the Installment Sale Agreement, the Continuing Disclosure Certificate and this Bond Purchase Agreement, are herein referred to as the “Financing Documents.” (c) At 8:00 o’clock A.M., Pacific Daylight time, on August 29, 2024, or at such other time or on such other date as mutually agreed upon by the Authority, the City and the Underwriter (such time and date herein referred to as the “Closing Date”), the Authority will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered, the Bonds to the Underwriter, in definitive form, duly executed and authenticated, together with the other documents mentioned herein, and subject to the terms and conditions herein set forthhereof, at the Closing Time Underwriter will accept such delivery and pay the Purchaser agrees to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers subparagraph (including dealers depositing Bonds into investment trustsa) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft above in immediately available federal funds payable (such delivery and payment being herein referred to as the “Closing”) to the order of the District for the account of the DistrictTrustee. Sale, delivery and payment as aforesaid shall be made at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & BellXxxxx LLP (“Bond Counsel”), P.C., 0000 Xxxxx Xxxxxxxxx000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx XxxxXxxxxxx Xxxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017XX, or such other place, time or date place as shall be have been mutually agreed upon by the District Authority, the City and the Purchaser. Upon such paymentUnderwriter, except that the Bonds shall be delivered and released upon through the instructions Trustee via the F.A.S.T. delivery book-entry system of the Purchaser to The Depository Trust Company, Company (“DTC”) in New York, New York. The date of , or at such delivery and payment is herein called other place as shall have been mutually agreed upon by the “Closing Date,” Authority and the hour Underwriter, in fully registered book-entry eligible form (which may be typewritten) and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., Co. as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT.

Purchase, Sale and Delivery of the Bonds. (a) On the basis of the representations, warrantieswarranties and covenants contained herein, covenants and agreements contained herein and in the Loan Documents and other agreements and documents referred to herein, and subject to the terms and conditions herein and therein set forth, at on the Closing Time Date the Purchaser agrees to purchase from the District Issuer and the District Issuer agrees to sell to the Purchaser at the “Mississippi Business Finance Corporation Taxable Industrial Development Revenue Bonds Series 2008 (Gulf South Pipeline Company, LP Project)” in an agreed upon principal amount for a purchase price of $9,047,295.85 one hundred percent (consisting 100%) of the original principal amount of the BondsSeries 2008 Bonds so issued and sold from time to time as provided for hereunder and in the Indenture. The Issuer understands that the Purchaser is purchasing the Bonds for its own account and will provide an investment letter or certificate to that effect. The Purchaser will not sell the bonds to any other prospective bond purchaser without obtaining the prior written consent of the Issuer. (b) The Issuer will deliver the Series 2008 Bonds to or for the account of the Purchaser against payment of the purchase price therefor on the Closing Date and thereafter (in the case of multiple advances) on a date or dates acceptable to the Issuer, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00)the Purchaser and the Company in the principal amount designated by the Company as herein provided. The Bonds will be issued under and secured as provided in dated the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such issuance and delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds thereof, will be delivered in the form of one (1) fully registered form Bond so designated by the Company and in denominations so that the aggregate amount does not to exceed $175,000,000 (as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed hereinafter more fully described), and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTThe Bonds may be in printed, engraved, typewritten or photocopied form and each such form shall constitute "Definitive Form." (c) Purchaser will purchase Bonds in a principal amount equal to the principal amount of the Bonds as provided for under the Indenture, but not in an aggregate amount which will exceed $175,000,000 of Bonds issued under the Indenture. The proceeds of such purchases shall be loaned to the Company by the Issuer to finance the Project, as such term is defined in the Indenture. (d) The Bonds shall be dated the date of delivery thereof and the Bonds shall bear an interest rate equal to seven percent (7%) per annum. (e) Interest accrued on the Bonds shall be paid on each Interest Payment Date, as defined in the Indenture. The outstanding principal shall be due and payable on the final maturity date of the Bonds. All Bonds shall mature no later than December 1, 2018. Bonds may be prepaid in whole or in part without penalty, upon written notice to the Trustee, the Issuer, and the Purchaser as provided in Section 2.4 of the Indenture.

Purchase, Sale and Delivery of the Bonds. a. On the basis of the representations, warrantieswarranties and covenants contained herein, covenants and agreements contained herein and in the other agreements and documents referred to herein, therein and subject to the terms and conditions herein set forth, at on the Initial Closing Time Date and from time to time thereafter, the Purchaser agrees to purchase from the District Issuer and the District Issuer agrees to sell to the Purchaser at all or any portion of the Bonds for a purchase price of $9,047,295.85 one hundred percent (consisting 100%) of the original principal amount of the BondsBonds issued and sold, plus from time to time, as provided for hereunder and in the Indenture. In accordance with the provisions of Section 2.02 of the Indenture, the Purchaser agrees that it will pay the purchase price for the Bonds as follows: (i) $500,000 will be paid on the Initial Closing Date for deposit into the Company Direct Disbursement Account in the Construction Fund, (ii) in the Purchaser's discretion, the Purchaser will purchase additional principal amounts of the Bonds from time to time and the proceeds thereof shall be deposited into the Company Direct Disbursement Account in the Construction Fund, provided, that the Purchaser shall never pay the Trustee an original issue premium amount for deposit into the Company Direct Disbursement Account in the Construction Fund if such deposit results in said Account having more than $500,000 on deposit therein, and (iii) the Purchaser will pay to the Trustee the amount necessary to satisfy requisitions submitted to the Trustee by the Company from time to time pursuant to Section 5.03(a) of $409,435.85the Indenture. b. The Issuer will, less an underwriting discount on the Initial Closing Date, deliver the Bonds in the form of $52,140.00)one (1) fully registered bond to the Trustee who will hold the Bonds as agent for the Purchaser. The Bonds will be issued under and secured as provided in the Resolution, will have form set forth in the maturities and interest rates Indenture and will be subject to redemption all as set forth contain a grid on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering which the Trustee will evidence each purchase of all the principal amount of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or pricesfrom time to time. The Purchaser agrees to notify the District Each purchase of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment of the Bonds will be made to or for the Bonds shall be made account of the Purchaser against payment of the purchase price therefor by federal wire transfer or certified or official bank check or draft wire payable in immediately available federal funds payable to the order of the District for the account of the DistrictTrustee, at the offices of Xxxxxxx & Bellor prior to 12:00 noon, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, XxxxxxxxMississippi time, at 10:00 a.m.such places, local time, on February 1, 2017, or such other place, time or date times and dates as shall be mutually agreed upon by the District Issuer and the Purchaser. Upon such paymentPurchaser (each, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “a "Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” "). The Bonds will be dated as of the date of the Initial Closing Date, will be delivered in fully registered form as a single manuscript bond for each maturity (in such denominations amounts as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed request, and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTThe Bonds may be in printed, engraved, typewritten or photocopied form and each such form shall constitute "definitive form." c. The Bonds shall bear interest at the rates, mature on the date and have such other terms as described in the Indenture. d. In connection with the purchase, sale and delivery of the Bonds and except as hereinafter provided in paragraph (e) of this Section 6, the Purchaser represents and warrants to the Issuer and the Company as follows: (i) The Purchaser has sufficient knowledge and experience in financial and business matters generally, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above-stated principal amount of the Bonds, and the Purchaser is able to bear such risks, including without limitation, the risk of loss of such investment; (ii) No offering statement, prospectus or offering circular containing information with respect to the Issuer, the Bonds, the Project or the Company has been or will be prepared and that the Purchaser has made its own inquiry and analysis with respect to the Bonds and the security therefor, the Project, the Company and its subsidiaries and other material factors affecting the security and payment of the Bonds; (iii) The Purchaser has either been supplied with or has had access to all information, including financial statements and other financial information of the Company and its subsidiaries, to which a reasonable investor would attach significance in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Company and its subsidiaries, the Project, the Bonds and the security therefor, so that as a reasonable investor the Purchaser has been able to make its decision to purchase the above-stated principal amount of the Bonds; (iv) The Bonds (i) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (ii) will not be listed on any stock or other securities exchange, (iii) will carry no rating from any rating service, and (iv) will not be readily marketable; and (v) The Purchaser is purchasing the Bonds for its own account for investing and with no present intention of distributing or reselling the Bonds or any part thereof, but subject, nevertheless, to the disposition of the Bonds being at all times within the control of the Purchaser. Xxxxxxxxx agrees that the Bonds will not be sold in contravention of the Securities Act of 1934, as amended, or in contravention of the securities laws of any state. Notwithstanding the above, the Purchaser will pledge the Bonds to the Senior Notes Trustee to secure amounts the Senior Notes. e. To the extent that all of the Bonds are not issued and purchased by the Purchaser on or before the Term Note Date, any of the Bonds not so issued and purchased shall not thereafter be issued.

Purchase, Sale and Delivery of the Bonds. (a) On the basis of the representations, warranties, and covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at on the Closing Time Date the Purchaser Underwriter agrees to purchase from the District Municipality and the District Municipality agrees to sell to the Purchaser at Underwriter all, but not less than all, of the Bonds for a purchase price of $9,047,295.85 (consisting of the original principal $ , representing par amount of the Bonds$ , less Underwriter's discount of $ , plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). $ . (b) The Bonds Municipality will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell deliver the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the DistrictUnderwriter against payment of the purchase price therefor by wire transfer of immediately available funds to the account of the Municipality at or prior to 1:00 pm on , at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 201720 , or such other place, time time, or date as shall be mutually agreed upon by the District Municipality and the Purchaser. Upon such payment, Underwriter (the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “"Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” "). The Bonds will be delivered in fully registered form as a single manuscript bond for each maturity (in such denominations and registered to such persons as the Purchaser Underwriter shall specify in writing request at least 48 hours three (3) days prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond)Date. The Bonds shall be deposited with DTC as book entry only bonds and may be in printed, engraved, typewritten, or photocopied form, and each such form shall constitute "definitive form." (c) The Bonds shall be in registered form; shall be dated the date of delivery; shall be of the denomination of $5,000 each or integral multiples thereof up to the amount of a single maturity; shall be numbered from one (1) upward in order of issuance; shall be payable, both as to principal and interest, in lawful money of the United States of America at , , (the "Paying Agent"), said bank to act as paying agent, registrar, and transfer agent for said bonds; shall bear interest from the date thereof at the rates hereinafter set forth, payable on , 20 , and semiannually thereafter on 1 and 1 of each year, and shall mature and become due and payable, without option of prior payment, on 1 in the years and principal amounts and at the rates and yield as follows: Year Principal Amount 20 * *Final Maturity (d) In connection with the purchase, sale, and delivery of the Bonds, the Underwriter represents and warrants to the Municipality the following: (1) the Bonds will be sold through a bona fide public offering; (2) the Underwriter is registered under the Securities Exchange Act of 1934 as a municipal securities dealer; and (3) no Bonds will be sold except pursuant to the Preliminary Official Statement and the Official Statement and in compliance with all applicable state and federal securities laws. (4) the Underwriter will arrange for purchase by the Escrow Agent (as defined and described in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered Bond Resolution) pursuant to the Paying Agent Escrow Agreement (as defined and held pursuant to DTC’s Fast Automated Securities Transfer described in the Bond Resolution) of Governmental Obligations (FASTas defined and described in the Bond Resolution) procedureson the Closing Date in the amounts, at the prices, and will be made available yields sufficient to provide for the Purchaser payment of the principal of, premium, if any, and interest on the Restructured Debt Obligations as the same become due and payable, whether at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent maturity or at such other place as may be agreed upon by the District redemption thereof and the Purchaser. DRAFTin accordance with Section 1(a) of this Agreement.

Purchase, Sale and Delivery of the Bonds. On the basis of the representationsThe Transferor hereby agrees, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions hereof, to sell or cause the Trust to sell, the Bonds specified in the Pricing Agreement to the Underwriters, who, upon the basis of the representations and warranties herein set forthcontained, at but subject to the Closing Time the Purchaser agrees conditions hereinafter stated, hereby agree, severally and not jointly, to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original entire aggregate principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices amounts set forth in Schedule 1 attached hereto; providedI to such Pricing Agreement. At the time of issuance of the Bonds, howeverthe Mortgage Loans will be conveyed by the Transferor to the Trust pursuant to the Mortgage Loan Contribution Agreement. ACC will be obligated, that under the Purchaser may subsequently change such offering price Servicing Agreement, to service the Mortgage Loans either directly or pricesthrough subservicers. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers be purchased by the Underwriters will be delivered to the Underwriters (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds which delivery shall be made through the facilities of The Depository Trust Company ("DTC") or Cedel Bank, societe anonyme or the Euroclear System) against payment of the purchase price therefor, in an amount equal to the percentage of the aggregate original principal amount thereof as specified in the Pricing Agreement, plus interest accrued, if any, at the rate on the aggregate original principal amount thereof from the date specified in such Pricing Agreement to, but not including, the Closing Date, by federal wire transfer or certified or official bank check or draft in immediately available a same day federal funds wire payable to the order of the District for Transferor. Settlement shall take place at the account specified offices of the District[______________], at the offices of Xxxxxxx & Bell[____], P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local [New York City] time, on February 1, 2017the date specified in the Pricing Agreement, or at such other placeplace and at such other time thereafter (such time being herein referred to as the "Closing Date"), time or date in each case as shall be mutually agreed upon by the District Underwriters and the Purchaser. Upon such payment, the Bonds Transferor shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond)determine. The Bonds will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered . The Transferor agrees to have the Paying Agent Bonds available for inspection and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to review by the Purchaser at least 24 hours Underwriters in Los Angeles not later than [_______] [New York City] time on the business day prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTDate.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject Subject to the terms and conditions herein and in reliance upon the representations, warranties and agreements set forth, at forth herein: (i) the Closing Time the Purchaser Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Purchaser at a purchase price of $9,047,295.85 Underwriter all (consisting but not less than all) of the original $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $409,435.85, $ and less an underwriting Underwriter’s discount of $52,140.00$ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends Underwriter agrees to make an initial a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Schedule 1 Exhibit A attached hereto; providedhereto and incorporated herein by reference. Subsequent to the initial public offering, howeverthe Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify Underwriter shall not invalidate such changes. change the interest rates set forth in Exhibit A. The Purchaser Bonds may offer be offered and sell the Bonds sold to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereofsuch initial offering prices. Payment for the The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”). A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by federal wire transfer the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or certified or official bank check or draft agreement made by the Community Facilities District herein is incorrect in immediately available federal funds payable any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the order consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the District for Community Facilities District, (iii) the account Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the 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 Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds. B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Xxxxxxx & BellBond Counsel in Newport Beach, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017California, or at such other place, time or date location as shall may be mutually agreed upon by the District Underwriter and the Purchaser. Upon such paymentCommunity Facilities District, the Bonds shall be delivered documents hereinafter mentioned; and released upon the instructions Community Facilities District will deliver to the Underwriter through the facilities of the Purchaser to The Depository Trust CompanyCompany (“DTC”), New Yorkthe Bonds, New York. The date in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment is being herein called referred to as the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any BondClosing”). The Bonds will shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time (hereinafter defined) the Purchaser Underwriter agrees to purchase from the District City and the District City agrees to sell to the Purchaser Underwriter the Bonds at a purchase price of $9,047,295.85 433,400 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, Bonds less an underwriting discount of $52,140.00)6,600) plus accrued interest, if any, from the date of the Bonds to the date of payment and delivery. The Bonds will be issued under and secured as provided in the ResolutionBond Ordinance, will have the maturities and interest rates set forth on Schedule 1 attached hereto, and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends McLiney And Company, a division of SAMCO Capital Markets, Inc., the City’s Municipal Advisor, has agreed to make an initial bona fide public offering of all the sale of the Bonds to the Underwriter. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the City and the Underwriter, (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the City, (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Agreement, and (iv) the City has consulted with its own professionals to the extent it deemed appropriate in connection with the offering of the Bonds. The Underwriter initially agrees to offer the Bonds to the public at the prices set forth in on Schedule 1 attached hereto; provided, however, that the Purchaser but may subsequently change such offering prices (except to the extent the Underwriter may have agreed to comply with the hold-the-offering-price or prices. The Purchaser rule in Section 3); the Underwriter agrees to notify the District City of such changes, if such changes occur prior to Closingthe Closing Time, but failure so to so notify shall will not invalidate such changes. The Purchaser Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than the principal amount thereofpublic offering prices. Payment for the Bonds shall will be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District City or for the account of the District, City or to such other accounts as the City may direct at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m.no later than 11:00 A.M., local time, on February 1June 15, 20172023, or such other place, time or date as shall will be mutually agreed upon by the District City and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New YorkUnderwriter. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The delivery of the Bonds will be delivered made in the form of a separate single fully registered form as a single manuscript bond Bond (which may be typewritten) for each maturity (in such denominations as and for each CUSIP number within the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) same maturity, duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall will constitute cause to refuse delivery of any Bond). The Upon initial issuance, the ownership of the Bonds will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered The Depository Trust Company. In conjunction with (i) an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission relating to the Paying Agent pricing of the Bonds, or (ii) the implementation of future regulation or similar guidance from the Internal Revenue Service, the Securities and held pursuant to DTCExchange Commission or other federal or state regulatory authority regarding the retention of pricing data for the Bonds, at the request of the City, the Underwriter will provide information explaining the factual basis for the Underwriter’s Fast Automated Securities Transfer (FAST) procedures, representations herein and will be made available in the Underwriter’s Receipt for Bonds and Representations relating to the Purchaser at least 24 hours prior pricing of the Bonds, other than information that would identify customers (e.g., name or account number). This agreement by the Underwriter to provide such information will continue to apply after the Closing Time for inspection upon delivery but shall not extend to any customer data or other confidential or proprietary information of the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTUnderwriter.

Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject (a) Subject to the terms and conditions herein conditions, and in reliance upon the representations, warranties and agreements set forthforth herein, at the Closing Time the Purchaser Underwriter agrees to purchase from the District District, and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 Underwriter, all (consisting but not less than all) of the original Los Osos Community Services District, Limited Obligation Refunding Bonds, Wastewater Assessment District No. 1 (Reassessment and Refunding of 2019) (the “Bonds”) in the aggregate principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00)specified in Exhibit A hereto. The Bonds will shall be issued under dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on March 2 and secured as provided September 2 in each year, commencing September 2, 2019) at the rates per annum, and mature on the dates and in the Resolution, will have the maturities and interest rates and will be subject to redemption all as amounts set forth on Schedule 1 attached in Exhibit A hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering purchase price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made the amount specified as such in Exhibit A. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in, the Fiscal Agent Agreement, dated as of February 1, 2019 (the “Fiscal Agent Agreement”), by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to and between the order District and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”), approved by a resolution (the “Resolution”) adopted by the Board of Directors (the “Board”) of the District on January 10, 2019. (c) The Bonds are being issued by the District to (i) redeem and defease the Los Osos Community Services District Wastewater Assessment District No. 1 Limited Obligation Improvement Bonds, currently outstanding in the aggregate principal amount of $ (the “Prior Bonds”), (ii) fund the Reserve Fund and (iii) pay the costs of issuing the Bonds. (d) Subsequent to its receipt of a certificate from the District deeming the Preliminary Official Statement for the account Bonds, dated , 2019 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement” and which, as amended with the prior approval of the Underwriter and executed by the District, at will be referred to herein as the offices “Official Statement”), final for purposes of Xxxxxxx & BellRule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), P.C.the Underwriter distributed copies of the Preliminary Official Statement to potential purchasers of Bonds. The District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement, 0000 Xxxxx Xxxxxxxxxthe Fiscal Agent Agreement, Xxxxx 0000the Continuing Disclosure Certificate, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on dated as of February 1, 20172019 (the “Continuing Disclosure Certificate”), executed by the District and NBS Government Finance Group, as dissemination agent, this Bond Purchase Agreement, an Escrow Agreement, dated as of February 1, 2019 (the “Escrow Agreement”), by and between the District and U.S. Bank National Association, as escrow bank (the “Escrow Agent”), relating to the defeasance and redemption of the Prior Bonds and any other documents or contracts to which the District is a party, and all information contained therein, and all other documents, certificates and statements in each case as furnished by the District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. (e) At 8:00 A.M., Pacific Daylight Time, on , 2019, or at such other place, earlier time or date as shall be mutually agreed upon by the District Underwriter and the Purchaser. Upon District (such paymenttime and date being herein referred to as the “Closing Date”), the Bonds shall be delivered and released upon the instructions of the Purchaser District will deliver (i) to The Depository Trust Company, Company in New York, New York. The date of such delivery and payment is herein called , the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered definitive form as a single manuscript bond for each maturity (all Bonds being in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds will be book-entry form registered in the name of Cede & Co., and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the District as nominee of DTC under DTC’s book-entry-only systemprovided in the Fiscal Agent Agreement, will be delivered and (ii) to the Paying Agent Underwriter, at the offices of Xxxxx & Xxxxxxx LLP, Larkspur, California (“Bond Counsel”), the other documents herein mentioned; and held pursuant the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to DTC’s Fast Automated Securities Transfer (FAST) proceduresas the “Closing”). The Bonds, and will as so registered, shall be made available to the Purchaser at least 24 hours prior Underwriter for inspection not later than the second to last business day before the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTDate.

Purchase, Sale and Delivery of the Bonds. On the basis of the representationsThe Transferor hereby agrees, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions hereof, to sell or cause the Trust to sell, the Bonds specified in the Pricing Agreement to the Underwriters, who, upon the basis of the representations and warranties herein set forthcontained, at but subject to the Closing Time the Purchaser agrees conditions hereinafter stated, hereby agree, severally and not jointly, to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original entire aggregate principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices amounts set forth in Schedule 1 attached hereto; providedI to such Pricing Agreement. At the time of issuance of the Bonds, howeverthe Mortgage Loans will be conveyed by the Transferor to the Trust pursuant to the Mortgage Loan Contribution Agreement. ACC will be obligated, that under the Purchaser may subsequently change such offering price Servicing Agreement, to service the Mortgage Loans either directly or pricesthrough subservicers. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers be purchased by the Underwriters will be delivered to the Underwriters (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds which delivery shall be made through the facilities of The Depository Trust Company ("DTC") or Cedel Bank, societe anonyme or the Euroclear System) against payment of the purchase price therefor, in an amount equal to the percentage of the aggregate original principal amount thereof as specified in the Pricing Agreement, plus interest accrued, if any, at the rate on the aggregate original principal amount thereof from the date specified in such Pricing Agreement to, but not including, the Closing Date, by federal wire transfer or certified or official bank check or draft in immediately available a same day federal funds wire payable to the order of the District for the account of the District, Transferor. Settlement shall take place at the specified offices of Xxxxxxx Andrxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, XxxxxxxxXurtx X.X.P., at 10:00 a.m., local New York City time, on February 1, 2017the date specified in the Pricing Agreement, or at such other placeplace and at such other time thereafter (such time being herein referred to as the "Closing Date"), time or date in each case as shall be mutually agreed upon by the District Underwriters and the Purchaser. Upon such payment, the Bonds Transferor shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond)determine. The Bonds will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered . The Transferor agrees to have the Paying Agent Bonds available for inspection and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to review by the Purchaser at least 24 hours Underwriters in Los Angeles not later than 11:00 a.m. New York City time on the business day prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTDate.