5A5 Assignment of Indemnity Rights (Oliver Park Site, Lot 7) - Signed

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ASSIGNMENT OF INDEMNITY RIGHTS THIS ASSIGNMENT OF INDEMNITY RIGHTS (this “Assignment”) is made as of the [●] day of May, 2026 (the “Effective Date”) by and between UPV LAND, LLC, an Indiana limited liability (“Assignor”), and B&D ACQUISITIONS LLC, a New Jersey limited liability company (“B&D”) and OAKFORD E BRISTOL RD LLC (“Oakford”) (B&D and Oakford collectively, jointly and severally, the “Assignee”). RECITALS: A. CITY OF SOUTH BEND, INDIANA, acting by and through the SOUTH BEND REDEVELOPMENT COMMISSION (the “Commission,”) and THE 1100 CORPORATION, an Indiana corporation (“1100 Corp”) are parties to that certain REAL ESTATE PURCHASE AND SITE WORK AGREEMENT dated on or about April 29, 2009 (the “Original Agreement”), which is attached hereto as Exhibit A and which contains certain “Oliver Park Site Indemnification” provisions at Section 7(B) related to the “Oliver Park Site”, which site is defined therein and depicted on Exhibit B, attached hereto. B. The Original Agreement was assigned by 1100 Corp to Assignor via that certain Assignment and Assumption Agreement dated July 2, 2009, which assignment was consented to by the Commission. C. Assignor and Assignee are parties to that certain PURCHASE AGREEMENT dated as of February 6, 2026 (as amended, the “New Agreement”). D. In connection with the closing under the New Agreement and for purposes of clarity, Assignor desires to formally assign the rights to the Oliver Park Site Indemnification under the Original Agreement to Assignee, as a successor to Assignor (and reserve and maintain Assignor’s right as an ongoing indemnitee, together with Assignee), and Assignee desires to confirm and accept such rights on the terms and conditions below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment of Oliver Park Site Indemnification Rights. Assignor hereby assigns, transfers and conveys to Assignee the rights and obligations of the Oliver Park Site Indemnification under the Original Agreement to Assignee, as a successor to Assignor (and reserve and maintain Assignor’s right as an ongoing indemnitee, together with Assignee), provided that (i) nothing herein shall be deemed to assign or modify any obligation of the Commission, and (ii) the Commission’s obligations, if any, shall in no event be expanded by this Assignment. 2. Consent and Acknowledgement. The Commission, Assignor and Assignee each hereby acknowledge, agree to and consent to this Assignment and confirm that the property depicted on Exhibit B is the “Oliver Park Site” and property covered by the Oliver Park Site Indemnification. The Commission further confirms and acknowledges, solely for purposes of confirming the continued application of Section 7(B) of the Original Agreement, that under the terms of the Original Agreement the Oliver Park Site Indemnification only terminates upon the occurrence of the conditions expressly set forth therein, including the recording of a covenant-not-to-sue under the Indiana Voluntary Remediation Program or “no further action” letter applicable to the Oliver Park Site as of the date of the Original Agreement. Assignee agrees to the covenants of the Indemnitee contained in the Oliver Park Site Indemnification as specifically set out in Original Agreement including: not reporting existing contamination to governmental officials except as required by law, covenanting not to sue the Commission for remediation and related costs (except to enforce the Oliver Park Indemnification), prohibiting the use, generation, processing, treatment or storage of