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4. Purchase Agreement and Closing. If the Option is exercised,the Commission and Developer will promptly negotiate the terms of a purchase agreement for the Real Estate. The Commission and its counsel shall be responsible for preparing the initial draft of the purchase agreement, which will be in a form customary for transactions of similar scope and significance to the Parties and will include customary representations, warranties, indemnities, covenants, customary conditions of closing and other customary matters. At closing, Commission shall deliver a quit claim deed free and clear of all encumbrances excepting and subject to all legal highways, applicable zoning ordinances, and easements of record and real estate taxes and assessments prorated in accordance with local custom. 5. Recording of Memorandum. The Parties agree at any time upon request of the other Party, to execute, record and place of record a memorandum of this Option Agreement in the office of the County Recorder of St. Joseph County, Indiana. 6. Governing Law. This Option Agreement will be governed by Indiana law, without regard to principles of conflicts of law. 7. Benefit of the Parties. This Option Agreement is made solely for the benefit of the Parties, and no one else shall acquire or have any right under (or by virtue of) this Option Agreement. 8. Binding Effect and Assignment. This Option Agreement shall be binding upon and inure to the benefit of the Parties and to their respective successors and assigns. The rights and obligations contained in this Option Agreement may be assigned by Developer to another entity that is an affiliate of Developer without the consent of the Commission. 9. Amendment. This Option Agreement may only be amended or modified as may be agreed upon in writing by all Parties. 10. Notices. All notices and other communications hereunder shall be in writing and shall be furnished by hand delivery or by registered or certified mail to the Parties at the addresses set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses shown below, addressed as follows: If to the Commission,to: South Bend Redevelopment Commission 227 W. Jefferson Blvd., Suite 1400 S. South Bend, IN 46601 Attn: President With a copy to: Office of the Corporation Counsel 227 W. Jefferson Blvd., Suite 1200 S. South Bend, IN 46601 Attn: Cristal Brisco If to Developer,to: Great Lakes Capital Development, LLC 112 W. Jefferson Blvd., Suite 200 South Bend, IN 46601 -2 -