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REAL ESTATE OPTION AGREEMENT This Option Agreement is made and entered into on , 2011, between the St.Vincent de Paul Society of St. Joseph County, Inc. (the "Owner ") and the Redevelopment Commission of the City of South Bend, Indiana (the "Optionee "). 1. Consideration and Grant of Option. In consideration of the payment of $ 180,000.00 (the "Option Amount ") to the Owner, the receipt and sufficiency of which is hereby acknowledged, the Owner grants to the Optionee and its heirs and assigns the sole and exclusive right and option, subject only to the Right of First Refusal, provided for herein below, to purchase the premises (the "Premises ") described in Exhibit "A ", attached to and made a part of this Agreement, together with all improvements, easements, and appurtenances for the Purchase Price and within the time specified in this Agreement. If the Option is exercised, the Option Amount shall be applied to and be considered a part of the Purchase Price. 2. Exercise of Option. This Option may be exercised by the Optionee by delivering written notice of the exercise of this Option to the Owner at the address set forth in Section 6, below, on or before 5:00 p.m. on December 15, 2012. Such notice shall result in the binding contract of purchase and sale between the parties in accordance with the terms and conditions of the Purchase Agreement (the "Contract ") attached to this Agreement as Exhibit "B ". Notwithstanding any other provision herein, the Option shall not expire unless and until the Owner shall have give notice to the Optionee of the pending expiration and providing thirty (30) days to make the required option payment and renew the Option. If the Optionee fails to exercise this Option as provided in this Section 2, then the Option shall expire and the Option Amount, along with any Renewal Option Amounts as provided in Section 7, below, shall be retained by the Owner.. 3. Purchase Price. The purchase price (the "Purchase Price ") for the Premises shall be $732,500.00, which shall be paid in accordance with the Contract. 4. Right of First Refusal. Should the Owner, at any time during the option period, receive a bonafide offer to purchase the Premises from a third party, then the Owner shall provide to the Optionee notice of such offer to purchase and grant the Optionee forty five (45) days to respond if the Optionee desires to match the offer. If Optionee agrees to match the offer, then closing will be scheduled within sixty (60) days or at a time agreed upon by both parties. If Optionee declines to match the offer, then within a period not to exceed ninety (90) days, the Owner shall return to the Optionee at closing the Option Amount together with all Renewal Option Amounts paid by the Optionee under this Option Agreement. 5. Entry for Inspection. Subject to 48 hours prior notice, the Optionee or the agent of the Optionee is authorized to enter upon the Premises and make such inspections, surveys, and soil tests -1-