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**OFFERAND CONTRACT FOR PURCHASE OF REAL ESTATE**

 

FIRST INTERNET BANCORP("**Purchaser**"), hereby offers to purchase from ST. VINCENT HOSPITAL AND HEALTH CARE CENTER, INC. ("**Seller**")that certain real estate located in Hamilton County, Indiana, consisting of approximately twelve (12) acres, which real estateis more particularly described and/or depicted on **Exhibit A**, attached to and made a part of this Contract (the legal descriptionof which real estate will be subject to precise determination by survey as provided in Section 7.1 below), together with all ofSeller's right, title and interest in and to any and all (a) buildings, improvements, and fixtures located thereon, attached theretoor used in connection therewith; (b) rights, interests, privileges and easements appurtenant or appertaining thereto; (c) licenses,approvals and permits with respect thereto, if any; (d) Leases, Contracts and Plans which are approved by Purchaser pursuant toSection 7.5, if any; (e) rents, deposits and payments with respect to the development, use or occupancy thereof, if any; and (f)warranties or guaranties relating thereto, if any (collectively, the "**Real Estate**"), for Two Million Five HundredThousand and No/100 Dollars ($2,500,000.00) (the "**Purchase Price**"), subject to and upon the terms and conditionsset forth in this Contract. Seller represents that Seller does not own the existing building and other improvements located onthe Real Estate, and therefore the building and other improvements are not included in the "Real Estate." Seller representsthat it only has a reversionary interest in such improvements as set forth in the Ground Lease.

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**1.          EarnestMoney Deposit.** Within five (5) business days after the date (the "**Acceptance Date**") on which Purchaser andSeller enter into a legally binding contract for the purchase and sale of the Real Estate, Purchaser shall deposit Twenty-FiveThousand and No/100 Dollars ($25,000.00) (such deposit together with any interest earned thereon is hereinafter referred to collectivelyas the "**Earnest Money**") with Chicago Title Insurance Company (the "**Title Insurer**"). PURCHASERSHALL FORFEIT THE EARNEST MONEY TO SELLER IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREIN SPECIFIED AND ALL CONDITIONSAND REQUIREMENTS OF THIS CONTRACT HAVE BEEN SATISFIED OR WAIVED. Such forfeiture of Earnest Money shall constitute liquidated damagesand shall be Seller's sole remedy at law or in equity. The Earnest Money otherwise shall be refunded or forfeited in accordancewith the terms contained in this Contract, and, if all of the terms and conditions of this Contract are satisfied or waived andthe transaction is closed, then the Earnest Money shall be applied to the Purchase Price.

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**2.          PurchasePrice.** On closing this transaction, Purchaser shall pay Seller the Purchase Price, less the Earnest Money and any other credits,reductions and prorations for which this Contract provides.

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**3.          Closing.**Subject to all other terms and conditions set forth in this Contract, the transaction shall be closed not later than thirty(30) days after the expiration of the Due Diligence Period (as such term is defined in Section 7 below), with the exact date ofclosing (the "**Closing Date**") to be mutually agreed upon. The closing will take place at the office of the TitleInsurer or such other place as the parties may mutually agree upon in writing. Any closing fee charged by the Title Insurer shallbe split evenly between Purchaser and Seller. Purchaser shall pay the cost of recording the Special Warranty Deed and the costof filing the Indiana Sales Disclosure form. Each party hereto shall pay the fees of any attorneys or other consultants hired bysuch party in connection with the purchase of the Real Estate.

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**4.          ClosingDocuments**. At closing, Seller shall deliver to Purchaser or its assignee or designee: (a) a duly executed Special WarrantyDeed conveying merchantable and marketable fee simple title to the real property components of the Real Estate free of any andall liens, encumbrances, easements, restrictions, covenants or other title defects, except the Permitted Exceptions (as hereinafterdefined); (b) a duly executed vendor's affidavit substantially similar in form and substance to the Indianapolis Bar Association'sform of vendor's affidavit; (c) a duly executed non-foreign affidavit in form and substance satisfactory to Purchaser and the TitleInsurer; (d) a duly executed Indiana Sales Disclosure Form in the form required by Indiana law; (e) a duly executed assignmentby Seller of the Leases, Contracts and Plans approved by Purchaser, if any, pursuant to Section 7.5 below in form and substancereasonably satisfactory to Purchaser (the "**Assignment**"); and (f) any and all other documents contemplated by thisContract or appropriate to consummate the sale of the Real Estate. At closing, Purchaser shall deliver: (a) the Purchase Pricein immediate funds by bank wire transfer; (b) a duly executed Sales Information Disclosure form in form and substance requiredby applicable law; (c) the Assignment; and (d) any and all other documents contemplated by this Contract or appropriate to consummatethe sale of the Real Estate. Purchaser and Seller acknowledge that the transactions contemplated by this Contract may be subjectto the provisions of the Indiana Responsible Property Transfer Law (Ind. Code 13-25-3-1, et seq.). Seller agrees that it shalleither (i) comply with the provisions of the Indiana Responsible Property Transfer Law and provide the Purchaser with a "disclosuredocument" as and when required by the Indiana Responsible Property Transfer Law, or (ii) provide the Purchaser with a certificationto Seller's knowledge on or before the Closing Date that the transactions contemplated by this Contract are not subject to theprovisions of the Indiana Responsible Property Transfer Law in a form and content reasonably acceptable to Purchaser. In the eventSeller provides Purchaser with a "disclosure document" and Purchaser thereafter declines to accept the transfer of theReal Estate (as permitted by the Indiana Responsible Property Transfer Law), Purchaser may cancel this Contract by written noticeto Seller, in which event the Earnest Money shall be immediately refunded to Purchaser by the Title Insurer.

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**5.          Dateof Possession**. Possession of the Real Estate shall be delivered on the Closing Date, free and clear of all rights and claimsof any other party to the possession, use or control of the Real Estate except the rights of tenants pursuant to Leases approvedby Purchaser pursuant to Section 7.5 below, if any.

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**6.          Taxesand Assessment**. Purchaser assumes and agrees to pay (a) all assessments for improvements becoming a lien after the ClosingDate; (b) those installment payments relating to existing assessments for improvements becoming due on or after the Closing Date;and (c) its pro rata portion of the real estate taxes assessed for and becoming a lien during the calendar year in which closingoccurs (based upon the number of days remaining in such calendar year after the Closing Date). Seller represents that the buildingand related improvements on the Real Estate were sold to "Lhret" (as defined below) and are subject to the Ground Lease;and that such building and other improvements thereon are included in a separate tax parcel (the Ground Lease Parcel"). Sellerfurther represents that the ground lessee under the Ground Lease is responsible for all property taxes and assessments for improvementsrelated or attributable to the Ground Lease Parcel. Seller shall pay (a) all assessments for improvements not assumed by Purchaser;(b) both installments of real estate taxes payable during the calendar year in which closing occurs; (c) its pro rata portion ofthe real estate taxes assessed for and becoming a lien during the calendar year in which closing occurs (based upon the numberof days in such calendar year prior to~~~~the Closing Date); and (d) all delinquent real estate taxes and assessments(and penalties and interest thereon, if any) for the portion of the Real Estate not included in the Ground Lease Parcel. Purchaseragrees that it will deal separately with the real property taxes and assessments for improvements relating to the Ground LeaseParcel in the "Lhret Contract" (as defined below). The present tax rate and assessed values shall be used for the purposesof the prorations under this Section if the applicable tax rate and assessed values have not been set. Any taxes or assessments(and penalties and interest thereon, if any) which are either (a) not assumed by Purchaser and which are not due and payable atthe time of closing; or (b) delinquent at time of closing, shall be allowed to Purchaser as a credit against the Purchase Priceat closing. Any and all rental income from the Real Estate payable to Seller shall be pro-rated as of the Closing Date (with rentsand rental payments for the day of closing allocated to Purchaser). If Seller and Purchaser fail to cause any utility servicesrendered to the Real Estate to be placed in the name of Purchaser as of 11:59 p.m. on the day before the Closing Date, the chargesfor any such utility services shall be prorated as of the Closing Date, based upon the most recent bills available and readjustedon the basis of the actual bills rendered for the period during which the closing occurs, as and when such bills are received.

 

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**7.          Conditionsof Performance**.****For purposes of this Contract, the term "**Due Diligence Period**" shall mean the periodcommencing on the later of (a) the Repurchase Option Expiration Date (as defined herein), (b) the date upon which Seller waivesits right of first refusal to purchase the Ground Lease Parcel, or (c) the date that Seller provides Purchaser with copies of allof the following items relating to the Real Estate to the extent that such items are in Seller's possession: any and all Leases,Contracts, Plans, title insurance policies (including exception documents), surveys, easements, restrictions, drainage and retentionagreements, environmental and engineering reports, property condition reports, rent rolls, management and service contracts, anyother investigations pertaining to the environmental or physical condition of the Real Estate or any portion thereof, and any andall other documents and agreements relating to the use and development of the Real Estate (collectively, the "**Due DiligenceMaterials**"), and ending on the date which is thirty (30) days thereafter. Seller shall use reasonable measures to gatherall such Due Diligence Materials, but Seller's unintentional failure to provide all such materials in its possession will not bedeemed a breach or default on the part of Seller hereunder. Purchaser's obligations under this Contract are subject to the timelyand complete satisfaction of each of the following conditions included in sub-Sections 7.1 through 7.7 below, unless waived inwriting by Purchaser.

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**7.1           ***Survey.*On or before the expiration of the Due Diligence Period, Purchaser may obtain a survey of the Real Estate conforming to the MinimumStandard Detail Requirements for an ALTA/ACSM Land Title Survey (the "**Survey**"). The Survey shall be satisfactoryto Purchaser in all respects. The Survey shall establish the precise legal description of the Real Estate and certify the grossacreage of the Real Estate to within a tenth of an acre.

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**7.2           ***TitleInsurance.* On or before the expiration of the Due Diligence Period, Purchaser shall have obtained a current title insurancecommitment for the Real Estate issued by the Title Insurer, in which commitment the Title Insurer shall agree to (a) insure forthe full amount of the Purchase Price merchantable and marketable fee simple title to the Real Estate, free of all exceptions (including,without limitation, the standard exceptions if the Survey is provided to the Title Insurer), except only the Permitted Exceptions(as defined below); and (b) issue such endorsements as Purchaser may reasonably request (the "**Title Commitment**").Purchaser shall provide any objections (collectively, the **"Title Objections**") to matters disclosed in the Survey,Title Commitment and/or exception documents on or before five (5) days prior to the expiration of the Due Diligence Period. IfPurchaser provides any Title Objections, Seller shall notify Purchaser in writing on or before one (1) business day prior to theexpiration of the Due Diligence Period whether Seller covenants and agrees to cure any such objection(s) prior to the Closing Datein a manner satisfactory to Purchaser in its sole discretion. Any exceptions to title reflected on the Title Commitment to whichPurchaser fails to timely object (except: (a) the lien of any mortgage, other security instrument, UCC financing statement or taxor monetary lien arising in connection with any indebtedness or obligation of Seller, which in all cases shall be released at orbefore the closing, or, if not released, then Purchaser shall have the right to pay such monetary amounts and offset such paymentsagainst the Purchase Price; provided, however, that Seller shall have no obligation to obtain the release of any mortgage, securityinstrument, UCC financing statement or tax or monetary lien arising out of or in connection with any indebtedness of or judgmentagainst the lessee under the Ground Lease; and (b) the standard, pre-printed exceptions, which in all cases shall be deleted fromthe final owner’s title policy) shall be deemed "**Permitted Exceptions**". At closing, Purchaser shall receivea credit against the Purchase Price for the amount of the premium for the policy to be issued pursuant to the Title Commitment,excluding any endorsements thereto.

 

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**7.3           ***Suitabilityof the Real Estate.* Purchaser at its cost and expense and prior to the expiration of the Due Diligence Period, shall have determined,in its sole and absolute discretion, that the Real Estate is suitable to Purchaser for its intended use and development in allrespects.

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**7.4           ***Litigationand Representations.* As of the Closing Date, no action or proceeding before a court or other governmental agency or officershall be pending (and to the best of either Seller's or Purchaser's knowledge, no such action or proceeding shall be threatened)that materially impairs the value of the Real Estate or prevents Purchaser from undertaking and completing Purchaser's intendeduse and development of the Real Estate. As of the Closing Date, the representations and warranties set forth in Section 9 shallbe true and accurate in all material respects.

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**7.5           ***Leasesand Contracts.* Together with the other Due Diligence Materials, Seller shall provide to Purchaser, at Seller's cost and expense,true and accurate copies of all lease agreements affecting all or any portions of the Real Estate to which Seller is a party (the"**Leases**"), all other agreements and contracts to which Seller is a party affecting all or any portions of theReal Estate or relating to the use, ownership, maintenance, management or operation thereof (the "**Contracts**"),and all plats, plans, reports, covenants, conditions, commitments and other agreements, instruments and documents (other than Leasesand Contracts) relating or applicable to the development, use or ownership of the Real Estate in Seller's possession (the "**Plans**");and Purchaser shall have approved the Leases, Contracts and Plans prior to the expiration of the Due Diligence Period. Any Contractsor Leases not approved by Purchaser shall be terminated or otherwise handled to Purchaser's satisfaction by Seller on or beforethe Closing Date, and all of Seller's rights in all Leases approved by Purchaser, all Contracts approved by Purchaser and all Plansapproved by Purchaser shall be assigned to Purchaser at the closing to the extent assignable. Any and all deposits paid to Selleror being held by Seller pursuant to the approved Leases or approved Contracts shall be credited against the Purchase Price.

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**7.6           ***Approvals.*On or before the expiration of the Due Diligence Period, Purchaser, at its cost and expense, shall have determined in its solediscretion that it has obtained or will be able to obtain all government, regulatory, and corporate approvals deemed by Purchaserto be necessary or desirable and any approvals or consents required under any declaration, covenants and/or restrictions applicableto the Real Estate.

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**7.7           ***SimultaneousClosing*. Simultaneously with the execution of this Contract, Purchaser is entering into a Contract for Purchase of Propertywith Lhret Ascension SV, LLC ("**Lhret**"), pursuant to which Purchaser desires to acquire and Lhret desires to sellthe buildings and improvements located on the Real Estate and any and all of Lhret's right, title and interest in and to the RealEstate (the "**Lhret Contract**"). Purchaser shall be satisfied, in its sole discretion, that all conditions precedentwith respect to the Lhret Contract have been satisfied and that the (a) transactions contemplated by the Lhret Contract shall closesimultaneously with the transactions contemplated by this Contract, and (b) Lhret and Seller shall have terminated the Ground Lease.**

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Seller's obligationsunder this Contract are subject to the timely and complete satisfaction of the following conditions in Subsections 7.8 and 7.9below, unless waived in writing by Seller:

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**7.8           ***Sunbeam'sRight of First Refusal.* Sunbeam Development Corporation ("**Sunbeam**") has a right of first refusal to purchasethe undeveloped portion of the Real Estate pursuant to that certain Repurchase Option for Real Estate dated October 21, 1998 (the"**Repurchase Option**"). Seller's obligation to convey the Real Estate hereunder shall be conditioned upon Sunbeam'sfailure to exercise its right of first refusal to purchase the Real Estate. Within five (5) days after the Acceptance Date (ifnotice to Sunbeam has not already been delivered by Seller), Seller shall notify Sunbeam of this Contract (or its intent to enterinto this Contract) in accordance with the Repurchase Option. Pursuant to the Repurchase Option, Sunbeam has up to thirty (30)days after receiving the aforementioned notice to exercise its Repurchase Option. The date upon which Sunbeam waives or notifiesSeller that it elects not to exercise its rights under the Repurchase Option is hereinafter referred to as the "**RepurchaseOption Expiration Date**".

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**7.9           ***Terminationof Ground Lease.* Seller hereby agrees that it will enter into a mutual release and termination agreement with Lhret to terminatethe Ground Lease. Seller’s obligations under this Contract shall be conditioned upon Lhret entering into such Mutual Releaseand Agreement to terminate the Ground lease.

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**8.          Nonperformance.**If one or more of the conditions set forth in Section 7 is not timely and completely satisfied, Purchaser, or Seller, as the casemay be, may cancel this Contract and all of its obligations hereunder by written notice to Seller or Purchaser, as applicable,in which event, the Earnest Money shall be immediately refunded to Purchaser. If Purchaser does not notify Seller in writing priorto the expiration of the Due Diligence Period that the conditions set forth in Sections 7.1, 7.2, 7.3, 7.5 and 7.6 have been satisfiedand/or waived, then this Contract and all of its obligations hereunder (other than those that by their terms survive the terminationof this Contract) shall automatically terminate upon the expiration of the Due Diligence Period, in which event, the Earnest Moneyshall be immediately refunded to Purchaser.

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**9.          Covenants,Representations and Warranties**. Seller hereby covenants, represents and warrants to Purchaser (and shall be deemed to covenant,represent and warrant to Purchaser on the Closing Date) that: (a) there is no condemnation or similar proceeding which is pendingor, to Seller's knowledge, threatened against the Real Estate or any part thereof; (b) Seller has not received any notificationfrom any governmental agency, authority or instrumentality of any pending or threatened assessments on or against the Real Estatefor the cost of improvements to be made with respect to the Real Estate or any part thereof; (c) after the Acceptance Date, Sellerwill not create, permit or suffer any lien or other encumbrance to attach to or affect the Real Estate and improvements thereon,except for (i) the lien of nondelinquent real estate taxes and liens and encumbrances which will be fully discharged on or beforethe Closing Date, and (ii) such lien(s) and encumbrances, if any, arising out of any Lhret loan financing with respect to the RealEstate; (d) to Seller's knowledge, there are no claims, actions, suits, proceedings or investigations pending or threatened withrespect to or in any manner affecting the Real Estate or Seller's ownership thereof; (e) no work has been or will be performed,and no materials have been or will be furnished to, the Real Estate or any portion thereof at the behest of Seller which will resultin any mechanics', materialmen's or other liens against the Real Estate or any portion thereof; (f) Seller is the fee simple ownerof the Real Estate and has not sold, assigned, transferred, leased, subleased, encumbered or conveyed any right, title or interestwhatsoever in or to the Real Estate, except for the Ground Lease and leases and encumbrances which, if not approved by Purchaserpursuant to Section 7.5 of this Contract, will have terminated or will be fully discharged on or before the Closing Date; (g) exceptfor the (i) Ground Lease, (ii) Leases, and (iii) Contracts, prior to the closing, Seller shall not sell, assign, transfer, lease,sublease, encumber or convey any right, title or interest whatsoever in or to the Real Estate or any portion thereof without Purchaser'sprior written consent, nor shall Seller amend, modify, extend, terminate or alter any currently existing agreement or document(including, without limitation, the Ground Lease, Leases and/or Contracts) relating to the Real Estate without Purchaser's priorwritten consent; (h) to the best of Seller's knowledge, neither the Real Estate nor any portion thereof has been used for the treatment,storage or disposal of any hazardous, special or other wastes, substances, materials, constituents, pollutants or contaminantsas defined under applicable federal, state or local laws or regulations promulgated thereunder; (i) o Seller's knowledge, the RealEstate complies with all local, state and federal laws and regulations; (j) prior to the closing, Seller agrees not to market,sell, advertise or seek proposals to develop or sell the Real Estate or any portion thereof or enter into any agreements for themarketing, sale or development of the Real Estate or any portion thereof to any entity or person other than Purchaser; (k) priorto closing, Seller shall cause all Title Objections that Seller commits to cure, if any, to be cured in accordance with Section7.2 above, and (~~m~~l) that certain Ground Lease dated as of May 30, 2003 between Lhret and Seller, pursuant to whichLhret leases the Real Estate and owns certain improvements, buildings and fixtures located thereon (the "**Ground Lease**"),is in full force and effect, and to the best of Seller's knowledge, neither Lhret nor Seller is in default under the Ground Leaseand to the best of Seller's knowledge no condition exists that, with the giving of notice or passage of time, would constitutea breach or default under the Ground Lease.

 

Purchaser acknowledgesthat the building and other improvements located on the Real Estate are owned by Lhret. Seller makes no representations nor warrantieswith respect to the building and other improvements on the Real Estate and Purchaser shall rely exclusively upon its own investigationsand inspections thereof. Purchaser also acknowledges that the Real Estate is subject to certain use restrictions and Seller makesno representation or warranty concerning the suitability of the Real Estate for Purchaser's intended use.

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**10.         Damageand Condemnation**. Seller shall: (a) maintain the Real Estate and deliver the Real Estate to Purchaser on the Closing Date inthe same condition as on the Acceptance Date, ordinary wear and tear and the effects of Purchaser's investigations and inspectionsexcepted; and (b) comply in all material respects with all federal, state and local laws, statutes, ordinances, rules and regulationsapplicable to the Real Estate and the use thereof. If the Real Estate shall be damaged, destroyed or condemned, in whole or inpart, or if any notice of condemnation shall be given at any time after the Acceptance Date, Purchaser, at its sole option, may(a) cancel this Contract, or (b) proceed with closing. If Purchaser elects to proceed with closing, then Purchaser may (a) applythe proceeds of any condemnation award or insurance policy to reduce the Purchase Price, or (b) accept an assignment of such proceeds.If Purchaser elects to cancel this Contract as provided in this Contract, the Earnest Money shall be immediately refunded to Purchaser.

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**11.         Inspection**.Purchaser, its employees, agents and independent contractors shall have the right to enter upon the Real Estate to perform theSurvey and conduct all tests, inspections and examinations which Purchaser deems necessary or desirable including, without limitation,tests, inspections and examinations related to access to utilities, environmental condition, soil and geotechnical condition, thephysical condition of the Real Estate (including the HVAC, plumbing, electrical, structural elements, glass, windows, and roof),subsurface conditions, drainage, parking, easements and cross-easements and architectural feasibility. Such right does not includethe right to inspect the building and other improvements located on the Real Estate. Seller agrees to cooperate with Purchaserand to provide Purchaser with copies of all documents relating to the Real Estate in Seller's possession as and when required bythis Contract and to furnish such other information in Seller's possession regarding the Real Estate as Purchaser may, from timeto time, reasonably request. Purchaser shall not permit any mechanic's liens to be placed on or against the Real Estate or anyportion thereof in connection with any activities of Purchaser with respect to the Real Estate. Purchaser shall repair any damageto the Real Estate arising out of the activities of Purchaser, its employees, agents and independent contractors, and shall restorethe Real Estate to the condition existing immediately prior to such entry by Purchaser, or its employees, agents and independentcontractors, to the extent practicable. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims,losses, liabilities, costs, expenses or fees, including, without limitation, reasonable attorneys' fees and costs, arising outof or in connection with Purchaser's (or its agents') entry on to the Real Estate and the testing, inspection, investigation andother activities conducted thereon. Purchaser's obligations under this Section 11 shall survive the Closing or the earlier terminationof this Contract.

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**12.         Notices.**All notices shall be deemed delivered to Seller when deposited in the U.S. mail, addressed to Seller at St. Vincent Hospitaland Health Care Center, Inc., Attention: Director of Real Estate, 10330 N. Meridian Street, Suite 400, Indianapolis, IN 46290;with a copy to Donald R. Russell, Hall, Render, Killian, Heath & Lyman, P.C., One American Square, Suite 2000, Indianapolis,IN 46282; and to Purchaser when so deposited and addressed to Purchaser at c/o First Internet Bank of Indiana, 9200 Keystone Crossing,Suite 800, Indianapolis, Indiana 46240-4603, Attention: ______________; with a copy to Steve Hardin, Faegre Baker Daniels LLP,600 East 96th Street, Suite 600, Indianapolis, Indiana 46240.

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**13.         Default.**Seller agrees that money damages are not an adequate remedy for breach of this Contract by Seller, and, in addition to any otherremedies available to Purchaser in the event of a breach by Seller, Purchaser shall be entitled to the remedy of specific performanceto enforce the terms hereof. If Purchaser defaults in its obligations under this Contract and fails to cure such default withinfifteen (15) days after written notice of such default, this Contract may be terminated by Seller and the Earnest Money shall bepaid to Seller as liquidated damages and as its sole and exclusive remedy. Purchaser and Seller agree that the amount of the actualdamages which Seller would suffer as a result of Purchaser's default would be extremely difficult to ascertain and have agreed,after specific negotiations relating thereto, that the Earnest Money is a reasonable estimate of Seller's damages and is not intendedto constitute a penalty. Notwithstanding the foregoing, the limitation on damages set forth in this Section 13 and/or in Section1 above shall not apply to Purchaser's obligations to repair and restore the Real Estate and to indemnify Seller set forth in Section11 above.

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**14.         Survivaland Indemnity.** All representations, warranties and agreements contained in this Contract shall survive the closing for a periodof one (1) year, and, subject to the provisions of Section 13, Seller and Purchaser shall indemnify and hold the other harmlessfrom and against all costs and damages (including attorneys' fees and court costs) incurred as a result of any breach of any suchrepresentation, warranty or agreement.

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**15.         General.**The terms and provisions of this Contract shall be governed and construed in accordance with the laws of the State of Indiana.The captions and section numbers shall not be considered in any way to affect the interpretation of this Contract. This Contractshall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and personalrepresentatives. This Contract is the final expression of the complete and exclusive agreement between Seller and Purchaser. ThisContract shall not be construed with resort to any presumption against the preparer or maker hereof. The term "**Contract**"as used herein means the contract arising between the parties on the terms of this Offer after acceptance by Seller.

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**16.         Authority.**Each undersigned person signing on behalf of any party that is a corporation, partnership or other entity certifies that (a)he or she is fully empowered and duly authorized by any and all necessary action or consent required under any applicable articlesof incorporation, bylaws, partnership agreement or other agreement to execute and deliver this Contract for and on behalf of saidparty; (b) that said party has full capacity, power and authority to enter into and carry out its obligations under this Contract;and (c) that this Contract has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligationof such party, enforceable in accordance with its terms.

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**17.         Confidentiality.**Seller agrees that it shall not disclose to any person or entity: (a) any term, condition or other fact contained in this Offerand Contract to Purchase Real Estate; or (b) any materials or information provided to Seller by Purchaser regarding the acquisition,development or condition of the Real Estate; provided, that Seller may disclose information concerning this transaction to itsattorneys and consultants and to Sunbeam in connection with the matters described in Section 7.8. Seller agrees not to make anymaterials or information provided to Seller by Purchaser regarding the acquisition, development or condition of the Real Estateavailable to any person or entity unless such person or entity is an employee of the undersigned or legal counsel or consultantto the undersigned and all such persons or entities agree to be bound by the terms and provisions of this confidentiality agreement.

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**18.         Brokers.**Purchaser and Seller hereby represent and warrant to each other that they have not dealt with any broker in connection withthis transaction, except Cassidy Turley and Ambrose Brokerage, LLC (the "**Brokers**"). Seller hereby represents andcovenants that they have agreed to pay all fees and commissions payable to the Brokers as a result of this transaction. Purchaserand Seller hereby further represent and warrant to each other that no fee, commission or similar compensation shall be payableby Seller or Purchaser to any broker or any other person, except to the Brokers by Seller, as a result of any agreement or actionby Seller or Purchaser, respectively.

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**19.         Assignment.**On or before the Closing Date, Purchaser shall have the right to assign or transfer all or any portion of its rights underthis Contract without Seller's consent or approval. Notwithstanding any such assignment, Purchaser shall remain liable hereunder.

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**20.         Counterparts.**This Contract may be executed in counterparts (including execution of counterpart signature pages), each of which shall be an originaland all of which counterparts taken together shall constitute one and the same agreement.

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**21.         Attorneys’Fees.** In addition to any other remedy provided for herein, the non-prevailing party shall pay all costs and expenses, includingreasonable attorneys’ fees and court costs, incurred by the prevailing party in successfully enforcing or defending any provisionof this Contract against such non-prevailing party.

 

**22.         FacsimileSignatures.** Signatures to this Contract transmitted by telecopy shall be valid and effective to bind the party so signing.Each party agrees to promptly deliver an execution original of this Contract with its actual signature to the other party, buta failure to do so shall not affect the enforceability of this Contract.

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**23.         Durationof Offer.** This Offer shall expire if written acceptance endorsed herein is not delivered to Purchaser at the address specifiedin Section 12 on or before 5:00 pm EST on February 6, 2013.

 

This Offer is herebyexecuted this 30th day of January, 2013, as to Purchaser.

 

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**ACCEPTANCEOF OFFER**

 

Seller hereby acceptsthe foregoing Offer on this 5th day of February, 2013.

 

 

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**EXHIBIT A**

 

**(Legal Description)**