FIFTH AMENDMENT (THIS "AMENDMENT") TO THE PURCHASE AGREEMENT BY
AND BETWEEN LOWER TOWN DEVELOPMENT GROUP, L.L.C. (f/k/a
LOWERTOWN DEVELOPMENT GROUP, L.L.C. ("Lower Town")AND UNIVERSITY
BANK DATED SEPTEMBER 14TH, 2002 (the "Agreement")
Lower Town and University Bank hereby agree to amend the terms of
the Agreement as follows:
1) University Bank's exercise of its option to purchase 10,000
square feet shall be for the specific space in Building E as
shown on the attached site plan (incorporated herein by
reference), on the floors contemplated in the Agreement. The
parties shall mutually agree on signage, layout, and other
issues as contemplated in the Agreement.
2) University Bank, upon the exercise of its principal option to
purchase under the Agreement, shall have a right of first
refusal to lease or purchase, as the case may be, all or a
portion of any additional office space as it becomes available
for lease or sale (as determined by Lower Town) in Building E
at the same price and on the same terms reflected in a written
offer, executed by a bonafide third-party. Lower Town shall
forward to University Bank a copy of any such third-party
offer within three business days of its receipt of same. The
right of first refusal shall be effective for 10 business days
following receipt from Lower Town of a copy of a written offer
made by any bonafide third party offer to lease or purchase
additional space in Building E.
3) In the event that space becomes available for lease or sale in
Building E and no offer is received from a potential bonafide
third-party purchaser or lessee, University Bank shall be
entitled to exercise its option to lease or purchase all or
any portion of such additional space, at fair market value (as
determined by a licensed real estate appraiser mutually
selected by the parties).
4) If Lower Town sells or otherwise transfers any or all of its
interest in Building E, Lower Town shall require the
purchaser, transferee and any such party's successors and
assigns to assume this obligation related to the right of
first refusal. Any sale or transfer not so binding a
purchaser, transferee and such party's successors and assigns
shall be void ab initio.
5) Immediately following the recording of the Master Deed
relating to the project, Lower Town and University Bank shall
execute and cause to be recorded in the chain of title a
memorandum evidencing the existence of the lease and purchase
options referenced in paragraphs 2, 3 and 4 of this Agreement
as well as a memorandum evidencing the existence of the option
referenced in paragraph 1, if no such memorandum has yet been
recorded.
In all other respects, the Agreement shall remain in full force
and effect.
Lowertown Development Group, LLC,
By: Terra Management Company
Its: Manager
By: /s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Its: Manager
University Bank
By: /s/Xxxxxxx Xxxxx Xxxxxxx
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Xxxxxxx Xxxxx Ranzini
Its: President
