OPTION TO PURCHASE REAL ESTATE
EXHIBIT 10.5
OPTION
TO PURCHASE REAL ESTATE
TO PURCHASE REAL ESTATE
Xxxxx X. Xxx and Xxxxxxx X. Xxx, wife and husband, Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxx, wife
and husband, Xxxxx X. Xxx and Xxxxx Xxxxxxxx Xxx, husband and Wife, Xxxxx X. Xxx and Xxxxxxxxx
Xxxxxxxxx Xxxxxxxxxx, husband and wife, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, wife and husband,
Xxxxxxxx Xxxxxx and Xxxx X. Xxxxxx, wife and husband a married woman dealing with her separate
estate[/s/ VL], and Xxxxxxxx Xxxxxxx, a single person, GRANTOR, whether one or more, for valuable
consideration, hereby give and grant unto NEK-SEN Energy, LLC, GRANTEE, the option to purchase the
following described real estate situated in Xxxxxxxxxx County, Nebraska:
NE1/4 of Section 17, Township 1 North, Range 16, East of the 6th P.M., lying North
of the railroad right of way containing approximately 80.6 acres;
on the following terms and conditions:
1. Term. XXXXXXX has paid to GRANTOR the sum of $5,000.00, the receipt of which is
hereby acknowledged for an option to purchase the above real estate until September 30, 2006. The
option payments shall be credited against the purchase price if the option is exercised.
2. Exercise of Option. GRANTEE shall exercise the option by giving GRANTOR written
notice of its intent to purchase to Grantor, no later than September 30, 2006. Closing shall be on
or before December 31, 2006 unless otherwise agreed to by the parties in writing.
3. Purchase Price. The purchase price shall be the sum of $7,500.00 per acre as
surveyed. GRANTEE shall pay the balance of the purchase price, less credits for all option
payments to GRANTOR at closing, concurrently with delivery of the deed of conveyance from GRANTOR
to GRANTEE.
4. Survey. GRANTEE shall at its expense have the property surveyed prior to the
exercise of the option and such surveyed description shall be substituted for the above description
of the real estate. Total purchase price shall be based upon the acres shown on said survey.
NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 1
5. Conveyance. GRANTOR shall convey the real estate with marketable title to GRANTEE
by good and sufficient warranty deed, subject to existing roads and existing easements and rights
of way of record and visible easements. Grantee shall pay the cost of title work and deed
preparation. GRANTOR shall pay the cost of any document transfer tax. XXXXXXX shall pay the cost
of recording the Deed.
6. Possession. GRANTEE shall receive possession of the subject premises from GRANTOR
effective at closing.
7. Taxes and Crop Expenses. GRANTOR shall pay all real estate taxes assessed for 2006
and all prior years. Grantor has entered into a cash lease of the property for the 2006 crop year
which lease is subject to this Option to Purchase. Grantor shall retain the 2006 cash rent on the
property. Should Grantee exercise the Option prior to the harvesting of the 2006 crop, Grantee
shall pay to tenant all expenses incurred by tenant for the crop including reimbursement of cash
rent for the crop and a reasonable profit based on field conditions and maturity. Expenses shall
be reimbursed at actual expenses paid per acre on said land plus cost for field work per acre based
on the most recent edition of Nebraska Farm Custom Rates published by the University of Nebraska
Cooperative extension services. If the parties can not agree on a reimbursement and profit figure
they shall submit the matter to a third party claims adjuster for determination. Grantee may agree
to tenant receiving the crop after closing in which case no expenses or profit would be reimbursed.
8. Title. GRANTEE shall obtain title insurance on the real estate at its expense. If
GRANTOR is unable to provide marketable title within a reasonable time GRANTEE may elect to accept
title in the condition it is in or cancel the contract and receive a complete refund of all option
payments made.
9. Failure of Option. Failure of GRANTEE to give notice of exercising option to
purchase shall result in all payments made being retained by GRANTOR and all terms of this option
regarding future obligations of GRANTOR will expire under the terms of this option.
10. No Encumbrance. GRANTEE will not encumber the land in anyway, so long as title is
in the GRANTOR.
NEK-SEN
Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 2
11. Notices. Any notice required hereunder shall be given to the parties hereto as
follows:
(a)
|
TO GRANTOR: | Xxxxx X. Xxx | ||
| 0000 Xxxxxxx Xxxx Xxxx | ||||
| Colorado Springs, Colorado 80904 |
NEK-SEN Energy, LLC Xxxxxxx Investment Corporation Option to Purchase Real Estate: 3
(b)
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TO GRANTEE: | NEK-SEN Energy, LLC | ||
| Xxxx Xxxxxxx | ||||
| 0000 X Xx. | ||||
| Sabetha, Kansas 66534 |
Either party may change the address for notice by written notice to the other party under the
provisions of this paragraph, and thereafter such amended address shall apply to any notices
hereunder.
12. Access to Grantee During Option Period. GRANTOR hereby grants to GRANTEE, its
agents, representatives, contractors, and assigns access to the option property and so much of
GRANTOR’s adjoining property as is reasonably necessary during the option period for the purposes
of conducting surveys, soil borings and testing, test xxxxx, engineering and architectural studies,
environmental studies, and any other test or study as may be needed by GRANTEE to determine whether
the site is suitable for the intended use. GRANTEE shall pay to GRANTOR or their tenant reasonable
damages to any growing crops caused by such actions for the benefit of GRANTEE. If the parties can
not agree on a damage amount they shall submit the matter to a third party claims adjuster for
determination.
13. Access to Other Property. GRANTOR owns property on the south side of the railroad
line and property to be conveyed hereunder. Presently access to such property is by private
crossing over the railroad with access on the abandoned road right of way which is a portion of the
property being obtained by GRANTEE. XXXXXXX agrees to provide for the contained use of such access
to GRANTOR’S property on the south side of the railroad tracks, unless otherwise agreed to by the
parties or their successors in interest in writing. Access shall be shown by a 40 foot easement
along the east boundary of the property.
14. Grain Bins. Upon exercise and closing of this Option Grantee agrees to pay
Grantor the additional sum of $25,000.00 for the grain storage binds and dryer located on the
property at the time of the signing of this Option. Grantor shall maintain such personal property
in proper working condition until closing.
15. No Liens or Claims. Prior to closing Grantee shall not allow any lien, claim and
encumbrances to attach to real
NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 4
estate which arises out of any work performed by Grantee or
Grantee’s agents or contractors and shall indemnify and hold Grantor harmless from any such claim.
Additionally, although Grantor gives access permission to Grantee, its agents, representative,
contractors to Grantor’s Option property and adjoining property, Grantor assumes no liability for
injury or damages resulting from any presence or activity by Grantee, its agents or contractors on
Grantor’s property.
16. Benefit. This option shall benefit and bind the parties hereto, their respective
heirs, personal representative and assigns. This option may be assigned by either party with the
written Consent of the other, which consent shall not be unreasonably withheld. To avoid the need
for all Grantors to sign the consent Xxxxx X. Xxx is designated agent for such purpose.
This agreement may be signed in several counterpart and upon a copy of the agreement being
signed by each Grantor listed, it shall be effective and binding upon all.
Executed this 3rd day of March, 2006.
| NEK-SEN Energy, LLC | ||
/s/ Xxxxx X. Xxx
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/s/ Xxxx Xxxxxxx | |
Xxxxx X. Xxx, Xxxxxxx
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Title: President | |
/s/ Xxxxxxx X. Xxx |
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Xxxxxxx X. Xxx, Grantor |
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/s/ Xxxx Xxxxxxx |
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Xxxx Xxxxxxx, Grantor |
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/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx, Grantor |
NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 5
/s/ Xxxxx X. Xxx |
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Xxxxx X. Xxx, Grantor |
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/s/ Xxxxx Xxxxxxxx Xxx |
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Xxxxx Xxxxxxxx Xxx, Grantor |
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/s/ Xxxxx X. Xxx |
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Xxxxx X. Xxx, Grantor |
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/s/ X. Xxxxxxxxx Xxxxxxxxxx |
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Eghsapeth Xxxxxxxxx Xxxxxxxxxx, Grantor |
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/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxxx X. Xxxxxx, Grantor |
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/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx, Grantor |
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/s/ Xxxxxxxx Xxxxxx |
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Xxxxxxxx Xxxxxx, Grantor |
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[/s/ VL] |
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/s/ Xxxxxxxx Xxxxxxx |
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Xxxxxxxx Xxxxxxx, Xxxxxxx |
STATE
OF
Colorado |
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COUNTY
OF
El Paso
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NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 6
The foregoing instrument was acknowledged before me on March 3, 2006, by Xxxxx X. Xxx
and Xxxxxxx X. Xxx, wife and husband, Grantor.
(Seal)
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/s/ Xxxxxx Xxxxxxx | |
| Notary Public | ||
My Commission Expires: |
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09/19/2009 |
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NEK-SEN
Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 7
STATE
OF
California |
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COUNTY
OF Los Angeles
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) |
The foregoing instrument was acknowledged before me on March 6, 2006, by Xxxx Xxxxxxx
and Xxxxxx X. Xxxxxxx, wife and husband, Grantor.
[Notary Seal] |
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Xxxxxxx Xxxxxxxx Xxxxxxx |
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Commission #1452531 |
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Notary Public — California
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/s/ Xxxxxxx X. Xxxxxxx | ||||
Los Angeles County
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Notary Public | ||||
My Comm. Expires Nov. 22, 2007 |
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My Commission Expires: |
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11-22-07 |
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STATE
OF |
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COUNTY
OF
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The foregoing instrument was acknowledged before me on , 2006, by Xxxxx X. Xxx and Xxxxx
Xxxxxxxx, husband and wife, Xxxxxxx.
[Notary Seal] |
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| Notary Public | |||||||||
My Commission Expires: |
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STATE
OF
California
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COUNTY
OF
Yolo
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The foregoing instrument was acknowledged before me on March 7, 2006, by Xxxxx X. Xxx
and Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, husband and wife, Xxxxxxx.
NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 8
[Notary Seal] |
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XXXXXXX X. XXXXXXX |
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Comm. #1515520 |
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Notary Public — California
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/s/ Xxxxxxx X. Xxxxxxx | |||||||
Yolo County
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Notary Public | |||||||
My Comm. Expires Sept. 25, 2008 |
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My Commission Expires: |
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9-25-2008 |
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STATE
OF
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COUNTY
OF
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The foregoing instrument was acknowledged before me on , 2006, by Xxxxxxx X. Xxxxxx and Xxxx
X. Xxxxxx, wife and husband, Grantor.
[Notary Seal] |
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| Notary Public | ||||||||
My Commission Expires: |
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STATE OF Washington
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COUNTY
OF King
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) |
The foregoing instrument was acknowledged before me on March 9, 2006, by Xxxxxxxx
Xxxxxx and Xxxx X. Xxxxxx, wife and husband, Grantor a married woman dealing with her separate
estate, Grantor.
[Notary Seal] |
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Notary Public |
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State of Washington |
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XXXXX X. XXXXXXX
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/s/ Xxxxx X. Xxxxxxx | |||||||
| Notary Public | ||||||||
My Appointment Expires Aug. 2, 2006 |
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My Commission Expires: |
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02 Aug 06 |
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NEK-SEN Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 9
STATE OF Washington
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COUNTY
OF King
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) |
The foregoing instrument was acknowledged before me on March 7, 2006, 2006, by
Xxxxxxxx Xxxxxxx, a single person, Grantor.
[Notary Seal] |
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State of Washington |
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Notary Public |
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XXXXX XXXXXXX XXXXXXX
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/s/ Xxxxx Xxxxxxx Xxxxxxx | |||||||
Comm. Exp. September 29,2008
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Notary Public | |||||||
My Commission Expires: |
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9/29/08 |
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STATE OF Kansas
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COUNTY OF Nemaha
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) |
The foregoing instrument was acknowledged before me on April 18 , 2006, by Xxxx
Xxxxxxx, President of NEK-SEN Energy, LLC.
[Notary Seal] |
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Notary Public – State of Kansas |
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XXXXXX X. XXXXXX |
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My Appt. Exp. 5 Apr. 2010
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/s/ Xxxxxx X. Xxxxxx | |
| Notary Public | ||
My Commission Expires: |
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5 Apr 2010 |
NEK-SEN
Energy, LLC Homestead Land Co. Option to Purchase Real Estate: 10
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
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) | On March 15, 2006 before me, Xxxxxx Xxxxxxx, a Notary Public, | |||||||||
| ) s. | in and for the State of California, personally appeared | ||||||||||
County of Contra Costa
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) | ||||||||||
| Xxxxx X. Xxx Xxxxx Xxxxxxxx Xxx |
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| ¨ personally known to me, or | |||||||||||
| x proved to me on the basis of
satisfactory evidence to be the
person(s) whose name(s) |
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[Notary Stamp]
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WITNESS my hand and official seal. | ||||||||||
XXXXXX XXXXXXX
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Commission # 1622176
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/s/ Xxxxxx Xxxxxxx | ||||||||||
Notary Public – County
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Xxxxxx Xxxxxxx, Notary Public | ||||||||||
Contra Costa County |
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My Comm. Expires No 15, 2009
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— OPTIONAL —
Description of Attached Document
Title or Type of Document: Option to Purchase Real Estate
Document Date: Number of Pages:
Title or Type of Document: Option to Purchase Real Estate
Document Date: Number of Pages:
ADDENDUM TO
OPTION TO PURCHASE REAL ESTATE
OPTION TO PURCHASE REAL ESTATE
Whereas, Xxxxx X. Xxx and Xxxxxxx X. Xxx, wife and husband, Xxxx Xxxxxxx and Xxxxxx X.
Xxxxxxx, wife and husband, Xxxxx X. Xxx and Xxxxx Xxxxxxxx Xxx, husband and wife, Xxxxx X. Xxx and
Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, husband and wife, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, wife and
husband, Xxxxxxxx Xxxxxx and Xxxx X. Xxxxxx, wife and husband a married woman dealing with her
separate estate[/s/ VL], and Xxxxxxxx Xxxxxxx, a single person, as GRANTORS, and NEK-SEN Energy,
LLC, GRANTEE, have entered into an Option to Purchase Real Estate, and.
Whereas, the parties wish to amend the terms of such Agreement as set out herein;
Now, therefore, it agreed by the parties as follows:
1. Paragraph 2 of said Agreement be amended to read as follows:
"2.
Exercise of Option. GRANTEE shall exercise the option by giving GRANTOR written notice of its intent to purchase to Grantor no later than September 30, 2006. Closing shall be on or before May 31, 2007 unless otherwise agreed to by the parties in writing.”
2. Paragraph 3 of said Agreement be amended to read as follows:
"3. Purchase Price. The purchase price shall be the sum of $7,500.00 per acre as
surveyed. GRANTEE shall pay to Grantor a down paymet of an additional $25,000.00 on or before
January 15, 2007 if the Option is exercised. Such down payment shall be liquidated damages should
GRANTEE after exercising the option fail to close the sale. The balance of the purchase price,
less credits for the option payment and down payment shall be paid by GRANTEE to GRANTOR at
closing, concurrently with delivery of the deed of conveyance from GRANTOR to GRANTEE.”
3.
That the original Option to Purchase Real Estate shall in all other respects remain the same.
NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 1
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NEK-SEN Energy, LLC |
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| /s/ Xxxxx X. Xxx
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/s/ Xxxx Xxxxxxx
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| /s/ Xxxxxxx X. Xxx
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| /s/ Xxxx Xxxxxxx
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| /s/ Xxxxxx X. Xxxxxxx
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| /s/ Xxxxx X. Xxx
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| /s/ Xxxxx Xxxxxxxx Xxx
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| /s/ Xxxxx X. Xxx
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| /s/ Eghsapeth Xxxxxxxxx Xxxxxxxxxx
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NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 2
| /s/ Xxxxxxx X. Xxxxxx
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| /s/ Xxxx X. Xxxxxx
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| /s/ Xxxxxxxx Xxxxxx
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NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 3
/s/ Xxxxxxxx Xxxxxxx |
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Xxxxxxxx Xxxxxxx, Xxxxxxx |
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STATE
OF
Arizona
COUNTY OF Maricopa |
) ) ss ) |
The foregoing instrument was acknowledged before me on April 6, 2006, by Xxxxx X. Xxx
and Xxxxxxx X. Xxx, wife and husband, Grantor.
[Notary Seal] |
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“OFFICIAL SEAL” |
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XXXXXX XXXX |
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Notary Public State of Arizona
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/s/ Xxxxxx Xxxx | |||||
Maricopa County
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Notary Public | |||||
My Commission Expires 03/24/2008 |
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My Commission Expires: |
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STATE
OF
California
COUNTY OF Los Angeles |
) ) ss ) |
The foregoing instrument was acknowledged before me on April 11, 2006, by Xxxx Xxxxxxx
and Xxxxxx X. Xxxxxxx, wife and husband, Grantor.
[Notary Seal] |
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XXXXX XXXXXXX |
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Commission #1462004 |
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Notary Public — California
|
/s/ Xxxxx Xxxxxxx | |||||
Los Angeles County
|
Notary Public | |||||
My Comm. Expires Apr 10, 2008 |
NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 4
My Commission Expires: |
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4-10-08 |
STATE
OF
|
) | |||||||
| ) | ss | |||||||
COUNTY OF
|
) |
The foregoing instrument was acknowledged before me on , 2006, by Xxxxx X. Xxx and Xxxxx
Xxxxxxxx, husband and wife, Xxxxxxx.
[Notary Seal] |
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| Notary Public | ||||||||
My Commission Expires: |
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STATE OF California
|
) | |||||||
| ) | ss | |||||||
COUNTY
OF Yolo
|
) |
The foregoing instrument was acknowledged before me on April 5, 2006, by Xxxxx X. Xxx
and Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, husband and wife, Xxxxxxx.
[Notary Seal] |
||
XXXXXXX X. XXXXXXX |
||
Comm. #1515520 |
||
Notary Public — California
|
/s/ Xxxxxxx X. Xxxxxxx | |
Yolo County
|
Notary Public | |
My Comm. Expires Sept. 25, 2008 |
||
My Commission Expires: |
||
NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 5
STATE
OF
COUNTY OF |
) ) ss ) |
The foregoing instrument was acknowledged before me on , 2006, by Xxxxxxx X. Xxxxxx and Xxxx
X. Xxxxxx, wife and husband, Grantor.
[Notary Seal] |
||
| Notary Public | ||
My Commission Expires: |
||
STATE
OF Washington
|
) | |||||||||
| ) ss | ||||||||||
COUNTY
OF King
|
) |
The foregoing instrument was acknowledged before me on 5th of April, 2006, by Xxxxxxxx
Xxxxxx and Xxxx X. Xxxxxx, wife and husband a married woman dealing with her separate estate, Grantor.
[Notary Seal] |
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State of Washington |
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Notary Public |
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XXXXXX XXXX XXX
|
/s/ Xxxxxx Xxxx Xxx | |||||
Comm. Exp. November 30, 2008
|
Notary Public | |||||
My Commission Expires: |
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11/30/2009 |
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STATE OF Washington
|
) | |||||
| ) ss | ||||||
COUNTY
OF
King
|
) |
NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 6
The foregoing instrument was acknowledged before me on 4th of April, 2006, by Xxxxxxxx
Xxxxxxx, a single person, Grantor.
[Notary Seal] |
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State of Washington |
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Notary Public |
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XXXXXXX XXX
|
/s/ Xxxxxxx Xxx | |||||||
Commission Expires May 29, 2006
|
Notary Public | |||||||
My Commission Expires: |
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05/29/2006 |
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NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 7
STATE OF Kansas
|
) | |||||||
| ) | ss | |||||||
COUNTY
OF
Nemaha
|
) |
The foregoing instrument was acknowledged before me on April 18 , 2006, by Xxxx
Xxxxxxx, President of NEK-SEN Energy, LLC.
[Notary Seal] |
||
NOTARY PUBLIC – State of Kansas |
||
XXXXXX X. XXXXXX |
||
My Appt. Exp. 5 Apr. 2010
|
/s/ Xxxxxx X. Xxxxxx | |
| Notary Public | ||
My Commission Expires: |
||
5 Apr 2010 |
||
NEK-SEN
Energy, LLC Homestead Land Co. Addendum to Option: 8
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California County of Contra Costa
|
) ) s. ) |
On April 7, 2006 before me, Xxxxxx Xxxxxxx, a Notary Public, in and for the State of California, personally appeared | |||||||||
| Xxxxx X. Xxx | |||||||||||
| Xxxxx Xxxxxxxx Xxx | |||||||||||
| ¨ personally known to me, or | |||||||||||
| x proved to me on the basis of
satisfactory evidence to be the
person(s) whose name(s) |
|||||||||||
| WITNESS my hand and official seal. | |||||||||||
[Notary Stamp] |
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XXXXXX XXXXXXX
|
/s/ Xxxxxx Xxxxxxx | ||||||||||
Commission # 1622176
|
Xxxxxx Xxxxxxx, Notary Public | ||||||||||
Notary Public – County
|
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Contra Costa County |
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My Comm. Expires No 15, 2009 |
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— OPTIONAL —
Description of Attached Document
Title or Type of Document: Addendum to Option to Purchase Real Estate
Document Date: Number of Pages:
