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EXHIBIT 10.5
REAL ESTATE OPTION AGREEMENT
This Real Estate Option Agreement (this "Agreement") made as of the
31st day of March, 2000, by and between Juniper Development, L.L.C., an Alabama
limited liability company ("Seller"), and United Bancorporation of Alabama, Inc.
(said corporation or its designee being referred to herein as "Optionee"), a
Delaware corporation and the holding company for United Bank, Atmore, Alabama
(the "Bank").
WHEREAS, Seller has purchased a parcel of real estate of approximately
22 acres located on County Road 20 in Foley, Alabama, more particularly
described on Exhibit "A" attached hereto and made a part hereof (the "Parcel");
and
WHEREAS, Seller desires to provide to Optionee the option to purchase a
portion of the Parcel, as further described herein, upon the terms and
conditions herein set forth (the "Option"), and the Optionee desires to accept
such Option.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Option Payment. Contemporaneously herewith, Optionee has
paid to Seller an option payment in the amount of $1,000 ("Option
Payment"), as consideration for the option herein granted by Seller to
Optionee herein. The Option Payment shall be deemed
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fully earned by Seller and non-refundable. In the event the Option is
exercised, the Option Payment shall be applied to the Purchase Price
set forth in Section 4 below.
2. Option Terms and Procedures. (a) Grant of Option. In
consideration of the Option Payment and other good and valuable
consideration, Seller hereby grants to Optionee the Option described
herein. The Option shall entitle Optionee to purchase the "Selected
Parcel" described in Section 3 below, for the Purchase Price described
in Section 4 below, at any time during the one-year period beginning on
the date hereof.
(b) Exercise Notice. In the event that Optionee desires to
exercise the Option, it shall provide to Seller notice of its intent to
so exercise ("Exercise Notice"), specifying a date for closing of the
purchase of the Selected Parcel ("Closing Date"). The Exercise Notice
shall be given not less than thirty (30) days (or such shorter interval
as may be agreed by Seller and Optionee) in advance of the Closing
Date. The Exercise Notice shall include a description of the Selected
Parcel, as described in Section 3, as to which the Option will be
exercised. If Seller is provided the Option Notice, the closing of the
sale and purchase of the Selected Parcel shall take place thereafter as
described in Section 7 below.
3. Selected Parcel. Optionee shall, at its expense, retain
such experts and/advisors as it may deem suitable or necessary, if any,
to determine that portion, not to exceed 3 acres, of the Parcel that
Optionee shall have the right to purchase pursuant to the Option.
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4. Purchase Price. The Purchase Price for the Selected Parcel
shall be the lower of the Discounted Appraised Value or the Fixed
Price, as defined in subsections (a) and (b) below.
(a) Discounted Appraised Value. The Discounted
Appraised Value shall be eighty-five percent (85%) of the fair
market value of the Selected Parcel (said fair market value
being referred to herein as the "Appraised Value") as
established by a certified appraiser mutually agreed upon by
Seller and Optionee (the expense of which appraiser shall be
borne in equal proportions by Seller and Optionee). In the
event that Seller and Optionee cannot agree upon an appraiser,
each party shall at its own expense select its own appraiser
and the average of the appraisals produced by the two
appraisers shall be the Appraised Value, provided that if the
higher of the two values determined by said appraisers is more
than 20% greater than the lower of the values so determined,
the two appraisers shall select a third appraiser, and the
average of the two appraisals closest in value shall be the
Appraised Value.
(b) Fixed Price. The Fixed Price shall be Four
Hundred Thousand and no/100 ($400,000.00) Dollars.
1. Right of Entry. At all times during the term of this
Agreement, Optionee and its agents have the right to enter the Acquired
Parcel for the purposes of determining the
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Selected Parcel and appraisal of the Selected Parcel and Acquired
Parcel, as well as for any other purpose reasonably related to
Optionee's interests hereunder.
5. Restriction on Use. Seller agrees that if the Selected
Parcel is purchased by Optionee, the portion of the Acquired Parcel
other than the Selected Parcel shall be encumbered with a restriction
that it shall not be used, and shall not be permitted to be used, for
any other banking or financial services business.
6. Closing. The Closing of the sale and purchase of the
Selected Parcel shall take place at the offices of Julian Xxxxx
Xxxxxxx, Xx., Esquire, Xxxxxxx & XxXxxxx, 000 Xxxxx XxXxxxxx, Xxxxx,
Xxxxxxx 00000, or such other place as may be agreed by both parties on
such date and time as may be agreed by both parties. At the Closing,
Optionee shall pay to Sellers in cash the Purchase Price, and Seller
shall provide to Optionee a warranty deed and title insurance.
7. Term; Termination. This Agreement shall remain in effect
until the earlier of:
(a) its termination by mutual agreement of the
parties;
(b) termination by Optionee by written notice of
same to Seller; and
(c) March 31, 2001.
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9. Notices. Any notice required or permitted hereunder shall
be in writing and shall be sufficiently given if personally delivered
or mailed by certified or registered mail, return receipt requested, or
sent by Federal Express or other recognized reputable national courier
service addressed as follows:
If to Seller: Juniper Development, L.L.C.
000 Xxxxx XxXxxxxx Xxxxxx
Xxxxx, XX 00000
with a copy to: Julian Xxxxx Xxxxxxx, Xx., Esquire
Xxxxxxx & XxXxxxx
000 Xxxxx XxXxxxxx Xxxxxx (zip 36535)
Post Xxxxxx Xxx 000
Xxxxx, Xxxxxxx 00000
If to Optionee: United Bancorporation of Alabama, Inc.
000 X. Xxxxxxxxx Xxxxxx (zip 36502)
Xxxx Xxxxxx Xxx 0
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, III
with a copy to: Xxxxx Xxxx Xxxxx, Esquire
Armbrecht, Jackson, DeMouy,
Crowe, Xxxxxx & Xxxxxx, L.L.C.
0000 Xxxxxxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
(or to such other address as either party shall specify by written
notice so given), and shall be deemed to have been given as of the date
delivered.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above by their respective duly
authorized representatives.
SELLER
JUNIPER DEVELOPMENT, LLC
By /s/ Xxxxxx X. Xxxxx III
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[signature]
Xxxxxx X. Xxxxx III
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[typed or printed name]
Its Administrative Member
OPTIONEE
UNITED BANCORPORATION OF ALABAMA, INC.
By /s/ Xxxxxxxx X. Xxxxxxx
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[signature]
Xxxxxxxx X. Xxxxxxx
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[typed or printed name]
Its Treasurer
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