5A4 Purchase Agreement (Scott St. NNN) - Fully Executed

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3 B.In addition to any and all other conditions and contingencies in this Agreement, Buyer’s obligations under this Agreement are hereby conditioned upon Buyer’s receipt of a grant from the Federal Home Loan Bank of Indianapolis Affordable Housing Program (“AHP Grant”) for the Intended Use. If Buyer is not awarded the AHP Grant within one hundred and fifty (150) days of Buyer’s application, this Agreement shall terminate at Buyer’s election and in such event all Earnest Money shall be returned to Buyer. Buyer represents that Federal Home Loan Bank of Indianapolis intends to accept project applications on or around June 25, 2027 and announce reservations ("Reservation") on or about November 20, 2027. In the event Buyer fails to submit its application to Federal Home Loan Bank of Indianapolis prior to the published deadline this Agreement shall terminate and all Earnest Money shall be returned to Buyer. C.If at any time on or before December 31, 2027 (the “Contingency Date”), Buyer determines, for any reason, in Buyer’s sole discretion, that the Property or the transaction described herein is unacceptable to Buyer, then Buyer shall have the right to terminate this Agreement by giving written notice of termination to Seller at any time on or before the Contingency Date in which event, at Buyer’s election, all Earnest Money shall be returned to Buyer (“Buyer's Contingency”); provided, however, that the parties may at any time mutually agree in writing to waive the remainer of the contingency period and proceed directly to Closing. Any failure by Buyer to give such notice shall constitute an election by Buyer to not so terminate, in which event Buyer’s right to terminate this Agreement shall be deemed to have been waived. Following any termination of this Agreement, the parties shall be relieved of any further obligations or liabilities under this Agreement, except those obligations that expressly survive termination hereof. D.In anticipation of performing its obligations under Section 9 below, Buyer will prepare plans and specifications for constructing a new building on the Property and all other related improvements (collectively, the “Property Improvements”), including plans and specifications for the manner in which the new building will be designed (the “Construction Plan”). Buyer agrees to cooperate with the Executive Director, or their designee, of the City’s Department of Community Investment (the “City”) in developing its Construction Plan. 5.TITLE INSURANCE; SURVEY. Within thirty (30) days of the Acceptance Date, Seller, at Buyer’s sole cost, shall deliver a written commitment by a title insurance company selected by Seller (the “Title Company”) to issue to Buyer a current ALTA Form owner’s policy of title insurance with respect to the Property in an amount determined by Buyer (the “Title Commitment”). Buyer shall have the right to obtain, at Buyer’s sole cost, a new or updated survey, in a form determined by Buyer (the “Survey”). Seller's special warranty of title set forth in the deed and Seller’s other representations and warranties, if any, with respect to the Property shall be subject to all exceptions set forth elsewhere in this Agreement and all matters disclosed on the Title Commitment or Survey including, without limitation, all easements, covenants, conditions, restrictions, requirements, standard exceptions and special exceptions, except for monetary liens which will be paid out of Closing. If the Title Commitment or Survey discloses any matters unacceptable to Buyer, in Buyer's sole discretion, (the “Title Defects”), Buyer shall notify Seller of such Title Defects no later than ninety (90) days before the Contingency Date. If Seller fails to correct the Title Defects to Buyer's satisfaction in advance of the Contingency Date, Buyer may (a) terminate this Agreement upon written notice to Seller and all Earnest Money shall be returned to Buyer, or (b) waive Buyer’s objection to such Title Defects and take title subject to the same. Any title exceptions contained on the Title Commitment and not objected to by Buyer in accordance with this Section 5, or a