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

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MEMORANDUM OF OPTION AGREEMENT This Memorandum of Option Agreement (this “Memorandum”) is entered into as of the 14th day of August, 2025 (the “Effective Date”), by and between the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment (“Commission”), Our Lady of the Road, Incorporated, an Indiana non-profit corporation, with its registered address being 424 S. Michigan St., #11162, South Bend, IN 46634 (“OLR”), and New Day Intake Center, Inc., an Indiana non-profit corporation with its registered address being 424 S. Michigan St., #11162, South Bend, IN 46634 (“NDIC”) (the Commission, OLR, and NDIC are each sometimes referred to herein as a “Party” or collectively as the “Parties”). WITNESSETH WHEREAS, OLR is the owner of that certain real estate situated in the City of South Bend, County of St. Joseph and State of Indiana, commonly known as 3233 Lincoln Way W., which is more particularly described on Exhibit A, attached hereto and made a part hereof as if fully rewritten herein (the “Option Property”); and WHEREAS, NDIC and OLR are separate 501(c)(3) organizations with complementary missions and overlapping leadership; and WHEREAS, NDIC operates the lower barrier emergency shelter currently located on the Option Property; and WHEREAS, the Commission and NDIC have entered into certain agreements relating to the construction of a one hundred twenty (120) bed Lower-Barrier Shelter (the “Project”), including a certain Development Agreement dated August 14, 2025 relating to NDIC’s construction of the Project and the Commission’s contribution of funding towards the Project (the “Development Agreement”). WHEREAS, as of the date hereof, the Commission, OLR, and NDIC entered into an Option Agreement (the “Agreement”) whereby OLR and its successor and assigns granted the Commission an exclusive option (the “Option”) to purchase the Option Property upon terms and conditions more particularly set forth in the Agreement; and WHEREAS, the Parties are desire to record their respective rights and obligations under the Option Agreement. 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 Option will commence upon the earliest of the following events: (a)The Mandatory Project Completion Date in the Development Agreement; (b)The date the Project is completed under the Development Agreement, as evidenced by the issuance of Certificates of Occupancy; or (c)A default by NDIC under the Development Agreement, including any material breach, failure to perform, or event of default defined in the Development Agreement, and which remains uncured beyond any applicable cure period. Once triggered, the Option shall remain in effect for a period of five (5) years after the Option commences, 1