5A2 Notice to Commence Agreement (Madison Lifestyle, Great Lakes Capitol) - Fully Executed

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Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD 2. Pro meet Plan — Phase 1. The Parties acknowledge and agree that, as a result of timing for ultimate control of the Project Property and continued planning for the Project, including without limitation modifications to the scope, cost, sequencing, design, financing structure and infrastructure coordination for the Project, the Project Plan and Local Public Improvements for Phase 1 (as set forth on Exhibit B and Exhibit C to the Development Agreement) are hereby amended as set forth on Exhibit B-1 and Exhibit C-1 attached hereto (which fully supersede and replace Exhibit B and Exhibit C to the Development Agreement). 3. Project Plain —Phase 2. The Parties further acknowledge and agree that the Mutual Project Diligence for Phase 2 of the Project is continuing and the Parties expect that the scope, design and configuration of Phase 2 will likely evolve from the current Project Plan as such efforts progress. As such, the Parties agree (a) subject to mutual agreement, the Parties will enter into a Phase 2 Notice to Commence (which will incorporate any amendments applicable to Phase 2 together with the timing for completion of Local Public Improvements for and development of Phase 2), and (b) if and in the event a Notice to Commence for Phase 2 (as further described in Section 6 below) is not entered into on or before October 31, 2027, the Developer shall, upon Commission's exercise of the Restated Option to Purchase with respect to the Phase 2 site (referenced in Section 4 below), transfer the Phase 2 site (as more particularly described in Exhibit 1) to the Commission (or its designee) free and clear of any mortgage lien or similar encumbrances placed on such property by the Developer, and free and clear of any real property taxes, special assessments, or other governmental charges, and any liens arising therefrom, attributable to the Developer's ownership or use of such property through the date of transfer (all of which shall be the sole responsibility of the Developer). Such transfer shall constitute the Developer's sole obligation with respect to Phase 2, and nothing herein shall limit or otherwise modify the Commission's other rights under this Agreement. 4. Confirmation of Diligence Items. The Parties hereby confirm that the conditions to Notice to Commence set forth in Section 3.2 of the Development Agreement for Phase 1 of the Project are satisfied (or otherwise waived), and the Developer agrees that the following outstanding items shall not constitute a basis to delay commencement of Phase 1 construction, nor constitute a basis for any claim against the Commission arising from the status thereof, but shall remain continuing obligations of the Parties as set forth herein (unless otherwise waived by) the Parties and which are being relied upon as a material inducement for Developer's advancement of Phase 1: (a) Billboard Rim. The Commission acknowledges that its obligation under Section 3.2(d) of the Development Agreement (i) shall continue after the date hereof, and (ii) be a condition to the Parties entering into a Notice to Commence applicable to Phase 2. (b) INDOT Approval. The Commission has submitted a proposed roundabout and access configuration to the Indiana Department of Transportation ("INDOT") for final approval, which remains pending. The Parties agree to continue to cooperate in good faith and use all commercially reasonable efforts to secure the INDOT final approval based on submissions to INDOT made by the City of South Bend. NOTICE TO COMMENCE AGREEMENT PAGE 2