5A1 Purchase Agreement (Stoic Beverages) - Signed

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MEMORANDUM OF RIGHT OF FIRST REFUSAL This Memorandum of Right of First Refusal (this "Memorandum") is entered into as of the day of , 2024 (the "Effective Date"), by and between Stoic Beverages LLC, an Indiana limited liability company ("Stoic"), and the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission ("City"). Stoic and the City are each referred to herein as a "party" and collectively as the "parties". WITNESSETH WHEREAS, Stoic is the owner of that certain real estate situated in the City of South Bend, County of St. Joseph and State of Indiana, described on Exhibit A attached hereto and made a part hereof as if fully rewritten herein (the "Real Estate"); WHEREAS, on November 25, 2024, Stoic and the City entered into Real Estate Purchase Agreement (the "Agreement"), in which, among other things, Stoic granted the City a right of first refusal (the "ROFR") to purchase the Real Estate upon terms and conditions more particularly set forth in said Agreement; and WHEREAS, the parties are desirous of placing their interests therein as a matter of record. NOW, THEREFORE, in consideration of the mutual covenants herein contained and the parties intending to be legally bound thereby, the parties hereto hereby agree as follows: 1. The term of the ROFR commenced upon November 25, 2024 and shall continue until 11:59 p.m. on November 25, 2044, a period of twenty (20) years. 2. This Memorandum may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be an original, but all such counterparts when taken together shall constitute but one and the same Memorandum. 3. The recitals set forth above are true and correct and are hereby incorporated herein by reference. [Signature Page Follows.]