EXHIBIT 10.5
RESTATED FUTURE AGREEMENTS
This Agreement is dated this 20 day of AUGUST , 1997 and is by and
between COASTAL BANK CORPORATION, formerly known as Coastal Bancorp., Inc.
(hereinafter referred to as "Coastal") and XXXXXX XXXXX & CO., INC. (hereinafter
referred to as "Xxxxxx Xxxxx").
WHEREAS, the parties hereto previously entered into that certain
agreement entitled "Future Agreements" dated March 25, 1997 ("Prior Agreement');
and
WHEREAS, since the date of the Prior Agreement, certain events have
transpired making various provisions of the Prior Agreement obsolete and no
longer applicable; and
WHEREAS, the parties now wish to revise and restate the Prior Agreement
by replacing the Prior Agreement in its entirety with this Agreement.
NOW THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. RECITALS. The above recitals are true and correct and are incorporated
herein by reference.
2. RENTAL SPACE. Coastal has applied for approval from the federal government
to charter a national bank to be called Coastal Bank, N.A. (hereinafter
referred to as "Bank") which proposes to open and maintain its main banking
office (hereinafter referred to as "Bank Main Office") at 0000 Xxxxx Xxxxxx
Xxxxx, Xxxxxx, Xxxxxxx. From time to time, the Bank also may open
additional banking offices (hereinafter referred to as "Bank Branch
Offices"). Coastal hereby agrees to sublease to Xxxxxx Xxxxx, for the
purpose of Xxxxxx Xxxxx conducting its investment and brokerage business,
visible space located on the first floor of the Bank Main Office in an area
adjoining the Bank Main Office. Additionally, Coastal hereby grants to
Xxxxxx Xxxxx, for the purpose of Xxxxxx Xxxxx
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conducting its investment and brokerage business, the exclusive right of first
refusal, subject to the prior approval of the Board of Directors of Coastal, to
sublease any excess space (hereinafter referred to as "Ashtin Space") at future
Bank Branch Offices. To the extent that the structure of a subject site permits,
each Ashtin Space shall be clearly visible from the main entrance of the Bank
Main Office or Bank Branch Office, as applicable, and shall be of such
reasonable size and configuration as is reasonably necessary for the operation
of Xxxxxx Xxxxx'x business.
The foregoing exclusive rights are hereby granted to Xxxxxx Xxxxx for
each and every Bank Branch Office that may be opened by Coastal or the Bank in
the future. However, the foregoing shall be subject to the condition, however,
that the leasing or subleasing of such Ashtin Space to Xxxxxx Xxxxx by Coastal
(or the Bank) will not be in violation of applicable law. Each right of first
refusal granted in this Agreement by Coastal to Xxxxxx Xxxxx is further
conditioned upon (a) the existence of sufficient excess space at a given subject
site, after satisfaction of the space needs and requirements of Coastal and/or
the Bank, to lease or sublease to Xxxxxx Xxxxx and (b) the prior written
approval and consent of the Board of Directors of Coastal to each lease
agreement. With respect to each Ashtin Space, Xxxxxx Xxxxx and Coastal shall
enter into a lease, rental or sublease agreement containing such terms and
conditions as are standard for the specific location of the subject site and
shall be subject to the terms and conditions of any master lease as may be in
effect between Coastal (or the Bank) and any landlord of the property in which
the Bank Main Office or Bank Branch Office, as applicable, is located. Further,
each such lease agreement between Xxxxxx Xxxxx and Coastal (or the Bank) shall
be negotiated at arms-length and shall be at the then prevailing market rate of
rent. The initial term of any such lease agreement shall be for one (1) year,
with an option to renew for additional one (1) year periods. Each such one (1)
year renewal option, which
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may be exercisable by Xxxxxx Xxxxx, shall be subject to the prior written
approval and consent of the Board of Directors of Coastal which approval and
consent may not be unreasonably withheld. It shall not be unreasonable for the
Board of Directors of Coastal to withhold its approval and consent of any
renewal by Xxxxxx Xxxxx if Xxxxxx Xxxxx is in default or in violation of any
existing lease or other agreement between the parties or if Xxxxxx Xxxxx has
acted in any manner so as to call its reputation or that of Coastal or the Bank
into question. Any lease agreement, and any renewal thereof, shall be subject to
the prior review and approval of Xxxxxx Xxxxx'x legal counsel and the prior
review and approval of Coastal's legal counsel, which legal counsel shall not be
the same counsel as that of Xxxxxx Xxxxx unless the Board of Directors of
Coastal has executed a proper written conflict of interest waiver.
3. FUTURE OFFERINGS. The parties hereby acknowledge and agree that future
offerings of Coastal may be negotiated at some time in the future and that
Xxxxxx Xxxxx will have the right to participate in these future offering
discussions and to submit a proposal if an outside selling group is used.
4. EFFECTIVE AGREEMENT. This Agreement supersedes and replaces, in its
entirety, the Prior Agreement.
5. MISCELLANEOUS. This Agreement sets forth the entire understanding of the
parties and supersedes any and all prior agreements, arrangements and
understandings relating to the subject matter hereof. This Agreement shall
be binding upon and inure to the benefit of the parties and their
respective successors and assigns. The paragraph headings of this Agreement
are for convenience of reference only and do not form a part hereof and do
not in any way modify, interpret or construe the intentions of the parties.
This Agreement may be executed in one or more counterparts which together
shall constitute one and the same instrument. The construction and
performance of this
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Agreement shall be in accordance with and governed by the laws of the State of
Florida. The invalidity or unenforceability of any one or more phrases,
sentences or provisions of this Agreement shall not effect the validity or
enforceability of the remaining portions of this Agreement unless to do so would
be clearly contrary to the intent of both parties as evidenced by the totality
of this Agreement.
IN WITNESS WHEREOF, the parties have hereto set their hands and seals
as of the first day above written.
COASTAL BANK CORPORATION f/k/a
Coastal Bancorp., Inc.
/s/ XXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Witness Xxxxxx X. Xxxxxxx
Its: President
/s/ XXXXXX XXXXXXX
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Witness
XXXXXX XXXXX & CO., INC.
/s/ By: /s/ W. XXXXXXXX XXXXX
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Witness W. Xxxxxxxx Xxxxx
Its: President
/s/ XXXX XXXXXXX
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Witness
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