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OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is entered into as of this day of September, 2014 by and between Equal Holdings XIII, LLC, an Indiana limited liability company (the"Seller"), and the South Bend Redevelopment Commission,governing body of the South Bend Department of Redevelopment(together with its nominee or assignee,the"Buyer"). 1. Grant of Option. In consideration of Buyer's obligations under the Development Agreement (as defined below), Seller hereby grants to Buyer the exclusive right and option (the "Option") to purchase all of Seller's rights, titles, and interests in and to the real estate legally described in Exhibit A attached hereto, and all improvements located thereon (the "Option Property"),on the terms and conditions set forth herein. Buyer may exercise the Option by delivery to Seller of written notice of its election to purchase (the "Option Notice") during the time period commencing upon the earlier to occur of (A) the completion of both (i) the Local Public Improvements (as defined in the Development Agreement) and (ii) the construction of the Project (as defined in the Development Agreement) or (B) July 1, 2016 (such date referred to herein as the "Option Open Date"), and ending at 11:59 p.m. ET on July 1, 2036 (the "Option Exercise Deadline"). If.Buyer fails to timely give the Option Notice by the Option Exercise Deadline, the Option shall terminate and be forever null and void. If Buyer timely gives the Option Notice by the Option Exercise Deadline,then, subject to the terms and provisions hereof, Seller shall be obligated to sell the Option Property to Buyer and Buyer shall be obligated to purchase the Option Property from Seller; and the closing of the purchase of the Option Property (the"Closing") shall take place within sixty(60) days of Seller's receipt of the Option Notice at such time as mutually agreed upon by Seller and Buyer(the"Closing Date"). For purposes of this Agreement, the "Development Agreement" shall mean that certain Development Agreement by and between the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment, and Hoffman Hotel Apartment Housing Partners,L.P.,an Indiana limited partnership,dated September ,2014. 2. Purchase Price. If the Option is exercised, the purchase price for the Option Property(the"Purchase Price")shall be One and No/100 Dollars($1.00). 3. Closing. If the Option is exercised,the Closing shall take place on the Closing Date at such location within the City of South Bend, Indiana, as may be selected by the Buyer and Seller by mutual agreement. At the Closing, Seller shall convey the Option Property to Buyer free and clear of all encumbrances other than the Easement Agreement (as defined in the Development Agreement), and Buyer shall pay to Seller the Purchase Price determined in accordance with Section 2. 4. Documents to be Delivered by Seller. At the Closing, the Buyer shall receive all of the following, to be in form and substance reasonably satisfactory to Buyer and where the delivery requires execution by the Seller, to be duly executed, attested, and, where necessary, acknowledged by the Seller: {20142674.DOC}