5A2 Option to Purchase Agreement & Memorandum of Option (NDIC) - Signed

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2 mutual written agreement of the Parties (the “Option Period”). The Parties agree that the consideration for this Option shall be the Commission’s payment of the Funding Amount as set forth in the Development Agreement (the “Option Payment”). If the Commission does not exercise the Option within the Option Period, all rights under this Option Agreement shall terminate, and NDIC shall retain any Option Payment paid as consideration for granting the Option. 2. Exercise of Option. Commission may exercise the Option by giving notice to OLR in writing during the Option Period in the manner provided for the giving of notices in Section 11 of this Option Agreement. 3. Purchase Price. In the event of exercise, the Commission shall purchase from OLR and OLR shall sell to the Commission, the Property for the purchase price of One Dollar ($1.00), as well as any costs typically paid by the seller at closing, including but not limited to taxes, closing costs, and transfer fees (the “Purchase Price”). 4. Permitted Sale to NDIC. Notwithstanding any other provision of this Option Agreement, OLR may, upon providing advance written notice to the Commission at least thirty (30) days prior to the conveyance, convey the Option Property to NDIC at any time prior to Commission’s exercise of this Option. In the event of such conveyance, the Commission’s rights and obligations under this Option Agreement shall remain in full force and effect and shall be binding upon NDIC, who shall assume all obligations of OLR under this Option Agreement. The Commission acknowledges and agrees that this Option shall not prevent or restrict OLR from conveying the Option Property to NDIC, and NDIC expressly agrees to be bound by the terms of this Option Agreement in the event of a conveyance under this Section. However, OLR shall not be entitled to convey the Option Property to any other party from the Effective Date to the end of the Option Period. 5. Purchase Agreement and Closing. If the Option is exercised, the Commission and OLR will promptly negotiate the terms of a purchase agreement for the Property, which shall include the Purchase Price and shall specify that the Commission shall accept Property described in Exhibit 1, as-is with all faults. 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, with the exception of the foregoing, will include customary representations, warranties, indemnities, covenants, customary conditions of closing and other customary matters. At closing, OLR shall deliver a warranty 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. 6. Recording of Memorandum. The Parties shall concurrently herewith execute, record, and place of record a memorandum of this Option Agreement, in the form attached hereto as Exhibit 2, in the office of the County Recorder of St. Joseph County, Indiana. 7. Governing Law and Jurisdiction. This Option Agreement will be governed by Indiana law, without regard to principles of conflicts of law. Any dispute between the Parties shall be heard in any court of competent jurisdiction in St. Joseph County, Indiana.