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appropriate parties (the "Ignition Park Lease") upon terms reasonably acceptable to F Cubed in its commercially reasonable discretion for space in the Development and relocate all of its South Bend Operations to Ignition Park. For purposes of this MOU, the Completion Date shall be such date as is provided or evidenced in a certificate of completion or similar document prepared, signed or filed by the developer of the Development; provided however, that under no circumstance shall the Completion Date be later than the date upon which the first tenant occupies space at or a portion of Ignition Park. The parties agree that if F Cubed determines that it is necessary to relocate its South Bend Operations to accommodate its corporate growth prior to the Completion Date or if F Cubed is unable to enter into the Ignition Park Lease upon terms reasonably acceptable to F Cubed in its commercially reasonable discretion, then F Cubed may alternatively fulfill its obligations under this Section 3.02 by relocating all of its South Bend Operations to a location that is (a) within the South Bend Renaissance District or within the Area generally (together, the "Alternate Location") and (b) reasonably acceptable to the Commission. Any failure by F Cubed to relocate its South Bend Operations to Ignition Park or, if applicable, the Alternate Location pursuant to this Section 3.02 shall be deemed a default under this MOU and under the Equipment Lease Agreement, and in the event of such default F Cubed shall be obligated to promptly, within fifteen (15) days, purchase the Equipment from the Commission pursuant to Section 10 of the Equipment Lease Agreement for a cash purchase price equal to one and one half(1.5) times the amount the Commission originally paid for the Equipment. 3.03 Acknowledgement and Representations of F Cubed. F Cubed acknowledges that the Commission is committing TIF Revenues from the Area for the purchase of the Equipment upon the representation of F Cubed that it desires to relocate its South Bend Operations to, in order, Ignition Park or the Alternate Location. F Cubed represents to the Commission that, based upon economic data currently available, F Cubed anticipates that the Equipment will indirectly result in the creation by F Cubed of approximately 13 new jobs and will result in new capital investment of approximately $2,647,550. ARTICLE IV. AUTHORITY 4.01 Actions. The Commission represents and warrants that it has taken or will take (subject to F Cubed's performance of its agreements and obligations hereunder and applicable law) such action(s) as may be required and necessary to enable the Commission to execute this MOU and to carry out fully and perform the terms, covenants, duties and obligations on its part to be kept and performed as provided by the terms and provisions hereof. 4.02 Powers. The Commission represents and warrants that it has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform its obligations under this MOU, and that, subject to the conditions described herein, all of the foregoing have been or will be duly and validly authorized and approved by all necessary proceedings, findings and actions. 4.03 Authorized Parties. Whenever under the provisions of this MOU or any other related documents and instruments, any supplemental agreement, request, demand, approval, notice or consent of the Commission or F Cubed is required, or any of such parties is required to agree or to take some action at the request of another party, such approval or such consent or request shall be given (unless otherwise provided herein or prohibited by law) for the - 3 - BDDB01 9491835v4