6.B.(5) Real Estate Purcahse and Site Work Agreement

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(f) Parties Bound. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against Company and Public Entities, and their respective successors and assigns. (g) Counter Parts. This Agreement may be executed in counterparts, each of which shall constitute an original and all which taken together shall constitute a single agreement. The signature page to this Agreement and all other documents required to be executed at Closing may be delivered by facsimile and the signatures thereon shall he deemed effective upon receipt by the intended receiving party. (h) Governin Law. The laws of the State of Indiana shall govern the validity, construction, enforcement and interpretation of this Agreement. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the United States District Court for the Northern District of Indiana or the state courts in St. Joseph County, Indiana, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. (i) Entirety and Amendments. Time is of the essence with respect to all obligations under this Agreement. This Agreement embodies the entire agreement between the parties and supersedes all prior agreements relating to the Assets, and Inay be amended or supplemented only by an instrument in writing executed by both parties hereto. (j) Construction of Improvements. The Company does hereby agree that the improvements to be constructed on the Oliver Park site shall be substantially of the sarnc size, scope and nature as has been detailed in the renderings of the proposed structure and improvements provided by the Company including, but not limited to, building elevations, fencing, landscaping and signage. The construction of the improvements on the Oliver Park site shall begin no later than August 1, 2009 and shall qualify for the award oi' a Certificate of Completion by the Commission, within twelve {12) months after commencement of the construction. Attached hereto and made a part hereof is an Exhibit detailing the description of the proposed improvements by the Company. (k) Compliance with Zoning Requirements. The Company does hereby agree that any and all improvements and the usage by the Company at the Oliver Park site shall be in compliance with all rules, regulations and zoning ordinances of the state and City oi~ South Bend. (1) Limitation on Transfer. Except for any transfer to Don Nuner, to the shareholders of Underground Pipe & Valve, lnc. or to UPV Land, LLC, the Company represents and agrees that it has not made or will not make, prior to the award of the Certificate of Completion by the Commission, any sale, assignment, transfer, conveyance or lease without the written consent of the Commission. (m) Survival. The provisions of paragraphs 6, 7, 8 and 13 shall survive the closing of this transaction. REAL ESTATE PURCIiASE AND SITE WORK AGREEMENT PAGE 10