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Exhibit 10.5
OPTION AGREEMENT
OPTION AGREEMENT made this 10th day of November, 1998 between M. XXXXXXX
XXX (the "Optionor"), of Xxxxxxxx County, Georgia, and SATILLA COMMUNITY BANK
and/or SATILLA FINANCIAL SERVICES, INC., (the "Optionee"), of Camden County,
Georgia.
In consideration of the payment of the aggregate sum of $10,000.00
(hereinafter called the "option money"), by the Optionee to the Optionor, by
check payable to the order of the Optionor, the receipt whereof, subject to
collection, the Optionor acknowledges, and also in consideration of the promises
and conditions hereinafter contained, the parties agree as follows:
1.
GRANT OF OPTION. The Optionor hereby irrevocably grants to the Optionee the
exclusive option to purchase from the Optionor, on and subject to the terms and
conditions hereinafter contained, all of the Optionor's interest in the property
(hereinafter called the "property") described as follows, to-wit:
Lots 5,6,7,8,41,42,43, and 44 of Block I of Land Xxx 00, Xxxx xx Xxxxxxx,
Xxxxxx xx Xxxxxxxx, Xxxxx of Georgia. (See Exhibit "A" attached hereto.)
2.
TERM OF OPTION. This option shall continue in effect until noon on June 30,
1999, and may be exercised (in accordance with its terms) at any time on or
before its expiration; provided, however, that this option shall automatically
terminate (without any notice from Optionor to the Optionee) at noon on June 30,
1999.
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3.
EXERCISE OF OPTION. If this option is exercised (in accordance with its
terms) the Optionor shall sell and convey the property to the Optionee, and the
Optionee shall purchase and accept the property from the Optionor, on and
subject to the terms and conditions contained in said agreement.
4.
TERMS AND CONDITIONS. The terms of this option are as follows:
a) The Optionor agrees to convey to the Optionee the right to purchase
the property described above and owned by the Optionor at the purchase
price of One Hundred Sixty Thousand Dollars ($160,000.00) cash due and
payable in full on or before June 30, 1999, in addition to the
exchange of the lots described in paragraph 1 above and reflected in
Exhibit "A". The option money shall be credited against the purchase
price.
b) Upon payment in full of the indebtedness and obligation pursuant to
this agreement by Optionor and Optionee, Optionor shall immediately
execute a Warranty Deed conveying the subject property to Optionee,
free and clear of any and all liens or encumbrances.
FAILURE TO EXERCISE OPTION. If prior to noon on June 30, 1999 all
conditions contained herein shall have accrued, and the Optionee does not
purchase the property in accordance with the terms of this agreement, the
Optionor shall retain absolutely the option money paid on the execution of this
option agreement as the
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consideration for this option during the period to noon on June 30, 1999.
6.
OTHER CONDITIONS. Other conditions of the option agreement shall be as
follows:
As to Optionor:
a) The Optionor shall provide ingress and egress to the property
sufficient for its intended purpose, that being a commercial banking
facility.
b) The Optionor shall provide all utility service necessary for the
property for its intended purpose, that being a commercial banking
facility.
c) The Optionor shall have taken all actions necessary for the property
to be in compliance with all applicable requirements, restrictions and
limitations of federal, state and local statute, law, ordinance, rule
and regulation to allow construction to commence and use of the
property as a commercial banking facility.
As to Optionee:
a) Should the Optionee fail to obtain all necessary approvals or not have
established a commercial banking enterprise within the time period
prescribed by this option agreement, the Optionor shall not return the
option money to the Optionee and this option agreement shall be
rendered null and void.
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7.
ENTIRE AGREEMENT. This option constitutes the entire agreement between the
parties. No representatives, warranties, or promises pertaining to this option
or any property affected by this option have been made by, or shall be binding
on, any of the parties, except as expressly stated in this option agreement.
This option agreement may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any such change is
sought.
8.
NOTICE. Any notice or demand under this option shall be by registered or
certified mail, sent as follows: to the Optionor at X.X. Xxx 000 - Xxxxxxx, Xx.
00000 and to the Optionee at Xxxx Xxxxxx Xxx 0000, Xx. Xxxxx, Xxxxxxx 00000.
9.
TAXES. The Optionor and Optionee agree that Optionor shall be responsible
for all taxes until the time of closing.
10.
BENEFIT. This option shall bind, the heirs, successors and assigns of the
respective parties.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above mentioned.
OPTIONOR:
/s/ M. Xxxxxxx Xxx (SEAL)
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M. Xxxxxxx Xxx
Signed, sealed and delivered in the
presence of
Xxxxxxx X. Lismore
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Witness
Xxxxxxxx X. Xxxxx
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Notary Public
Notary Public, Xxxxx County, Georgia
My Commission Expires September 7, 2001
OPTIONEE:
BY: /s/ (SEAL)
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ATTEST:
----------------(SEAL)
Signed, sealed and delivered in the
presence of
Xxxxxxx X. Lismore
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Witness
Xxxxxxxx X. Xxxxx
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Notary Public
Notary Public, Xxxxx County, Georgia
My Commission Expires September 7, 2001
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THIS PROPERTY, BEING WITHIN THE CITY
LIMITS OF NAHUNTA, GEORGIA, IS EXEMPT
FROM THE OFFICIAL CODE OF GEORGIA
ANNOTATED 15-6-67, AS AMENDED BY
SENATE XXXX NO. 735, APPROVED
APRIL 11, 1990.
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THE EAST RIGHT-OF-WAY LINE OF XXXXXX
STREET WAS DETERMINED BY THE GEORGIA
DEPARTMENT OF TRANSPORTATION UNDER THE
GEORGIA CODE OF PUBLIC TRANSPORTATION
95A-602(c)
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THE FILED DATA UPON WHICH THIS PLAT IS BASED HAS SURVEY FOR
A CLOSURE PRECISION OF ONE FOOT IN 10,000 FEET XXXXXXX XXXX
AND AN REGULAR ERROR OF H/A PER ANGLE POINT. -------------------------------------------------------------------------------
AND WAS ADJUSTED USING H/A RULE AREA COUNTY CITY
1.IHS 88 2HD XXXXXXXX NAHUNTA
THIS PLAT HAS BEEN CALCULATED FOR CLOSURE AND -------------------------------------------------------------------------------
IS FOUND TO BE ACCURATE WITHIN ONE FOOT IN DATE SCALE GEORGIA
1,111 FEET SEPT. 7, 1995
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-------------------------------------------------- LEGEND SCALE IN FEET
EQUIPMENT USED ==== ==== ==== ====================
G15-7 ( ) : IRON PER SET 100 0 100
-------------------------------------------------- - : IRON PER ROUND XXXX X. XXXXXX
THIS PLAT HAS BEEN RECORDED IN PLAT BOOK ________ [ ] : CONCRETE MARKER SET
PAGE _______, IN THE OFFICE OF THE CLERK OF THE -- : COND MARKER FOUND , GA
SUPERIOR COURT OF _____________ COUNTY, GEORGIA ---------------------------- PHONE 000-0000
THIS ______ DAY OF _________, 19___. TIME _______
---------------------------- APPROVED XXXX X. XXXXXX
________________________________________
CLERK OF SUPERIOR COURT GEORGIA REGISTERED LAND SURVEYOR NO. 1395
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