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EXHIBIT 10.7
OPTION TO PURCHASE REAL ESTATE
FOR AND IN CONSIDERATION of the sum of FIVE THOUSAND DOLLARS
($5,000.00) cash in hand paid, the receipt of which is hereby acknowledged, I,
XXXXXXX X. XXXXXXX, herein called Seller, do hereby grant, sell, convey and
warrant unto PINE BELT ORGANIZERS, LLC, or its assigns, herein called Buyer the
exclusive option to purchase the real property herein described on the following
terms and conditions.
1. DESCRIPTION. A parcel of land consisting of approximately 8.77
acres situated at the Southeast corner of 20th Street and Mississippi Highway 15
North in the City of Laurel, 2nd Judicial District, Xxxxx County, Mississippi,
such real property hereinafter referred to as the "Property" and that shown on
the attached Exhibit "A".
2. OPTION PERIOD. This option shall commence on July 1, 1998 and
shall expire at midnight on September 30, 1998.
3. PRICE. The purchase price for the property, to be paid at
closing, is: SIX HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($675,000.00)
4 EXERCISE OF OPTION. This option may be exercised at any time
during the option period by written notice to the Seller delivered or mailed to
the Seller address set forth herein.
5. FAILURE TO EXERCISE OPTION. If the buyer does not exercise the
option, the consideration paid for this option shall be retained by the Seller
and neither party shall have any further rights or claims against the other.
6. CLOSING. The transaction forming the subject of this Option
shall be closed by Seller and Buyer within thirty (30) days after the option is
exercised by the Buyer even though such date may extend beyond the option period
set forth in paragraph 2. The closing shall occur in Laurel, Mississippi at a
place mutually acceptable to Buyer and Seller, and the Buyer shall pay all
closing costs associated with the sale of the Property. If the option is
exercised, then the moneys paid for said option and any extension will be
applied to the purchase price.
7. DEED. At closing, Seller shall deliver unto Buyer title to the
real property by Xxxxxxxx Xxxx, warranting title to be free and clear of all
liens, charges and encumbrances, clouds and defects whatsoever, except for
reservation of oil, gas, and mineral interests and standard exceptions.
8. TITLE EXAMINATION; DEFECTS. Buyer shall, at its expense, cause
an examination of the Seller's title to be conducted by an attorney of Xxxxx's
choice. Should such examination reveal defects, encumbrances, liens or clouds
upon the title of Seller which, in the opinion of
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said attorney, cannot be cured at closing by satisfaction and payment of liens,
Buyer shall notify Seller of same and give Seller the opportunity to cure such
defects. Upon receipt of such notice from Buyer, Seller shall, within ten (10)
days, notify Buyer either of the intent to cure such defects or the intent to
terminate the option and refund the option price to Buyer. If Seller attempt to
cure the defects, the running of the option period herein set forth shall
automatically be interrupted for the period of time necessary to effectuate cure
by the Seller and shall not begin to run again until Seller provide Buyer with
written evidence that cure has been effected or that no cure is possible. If
Seller give notice to Buyer of intent to terminate the option and refund the
option price, such notice shall not automatically terminate this option unless
Buyer gives Seller written notice of consent thereto. Notwithstanding such
notice of intent to terminate by Seller, Buyer may, in its discretion and at its
cost, take such action as may be necessary to cure the title defects and Seller
shall cooperate with Buyer in such action. In the event Buyer elects to
effectuate a cure of title defects, the running of the option period set forth
in paragraph 2 shall automatically be interrupted for a period of time not to
exceed 30 days.
9. PROPERTY CONDITION. At closing, the Buyer will accept the
property in its present condition. Seller hereby grants unto the Buyer the right
to enter upon the property for the purpose of performing any study, inspection,
survey, or audit it may desire during the Primary term of this Option or any
extension thereof. The Buyer agrees to indemnify and hold the Seller harmless
from any and all loss, liability, claim, demand or expense, of any kind or
nature arising out of any such study, inspection, survey, or audit it chooses to
conduct.
10. PRORATIONS. All real property ad valorem taxes shall be
prorated as of the date of closing, using for such purposes the rate and
valuation shown on the last tax receipt.
11. NOTICES. Any notice which may or is required to be sent
pursuant to the provisions of this agreement shall be sent by United States
Mail, first class postage prepaid or, at the option of either party, by
certified mail, postage prepaid, return receipt requested, addressed as follows:
SELLERS: XXXXXXX X, XXXXXXX
0000 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00000
BUYER: PINE BELT ORGANIZERS, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
12. MINERALS. All oil, gas, and minerals are to be excepted from
this agreement, and no oil, gas, or mineral rights will be conveyed pursuant to
this agreement.
13. BENEFITS. This agreement shall be binding on and shall inure
to the benefit of Xxxxxx and Xxxxx and their respective heirs, executors,
administrators, successors and assigns.
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14. DEFAULT: In the event of default by any party hereto, the
non-defaulting party shall have the right to enforce this contract and/or seek
damages for its breach. In addition to such other damages as may be provided
herein or as may be proved by the non-defaulting party, the defaulting party
shall be liable and responsible for all attorney's fees, court costs, and/or
other expenses incurred by the non-defaulting party as a result, directly or
indirectly, of the breach by the defaulting party.
15. MISSTATEMENTS AND/OR OMISSIONS. The parties understand and
agree that the parties are relying upon the information contained in this Option
Agreement, and in the event of any misstatements or misrepresentations by the
Seller, the Buyer shall be entitled to a refund of the $5,000.00 paid in
consideration for this option.
16. EXTENSION. As a further part of the consideration herefor,
Xxxxx is granted the right to extend this option for one (1) additional period
of sixty days (60) on the same terms and conditions as herein provided by paying
Seller, before the expiration of this option, the amount of $5,000.00 for said
extension. If the option is exercised, then the money's paid for this extension
will be applied to the purchase price. If the option is not exercised, then the
moneys paid for this extension will be forfeited.
17. AGENCY AND SALES FEE: It is understood and agreed that XXXXX
XXXXXX, REALTOR is licensed real estate broker in Mississippi and is acting as a
Sellers' Agent. Xxxxxx agrees to pay 7% commission based on the agreed Sales
Price at closing to said Agent.
18. ZONING: The Property carries a Zoning classification of C-3
for Highway Commercial Uses. The land lying adjacent to the East of the Property
is zoned R-1 for Single Family Residential Purposes. Should the Buyer exercise
its Option to Purchase said Property, Xxxxx agrees to develop an attractive
planted area across the Eastern boundary of said Property, so as to create a
suitable buffer zone between the two types of land use.
WITNESS OUR SIGNATURES this the 29th day of June, 1998.
SELLER:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
BUYER:
Pine Belt Organizers, LLC
/s/ Xxxxxxx X. Xxxxxxxx
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By: Xxxxxxx X. Xxxxxxxx
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STATE OF MISSISSIPPI
COUNTY OF XXXXX
This day personally appeared before me, the undersigned authority in
and for the jurisdiction aforesaid, the within named XXXXXXX X. XXXXXXX, who
acknowledged that she signed and delivered the above and foregoing Option to
Purchase Real Property on the day and year therein mentioned and for the
purposes therein mentioned.
WITNESS MY SIGNATURE on this the 29th day of June, 1998.
/s/ Xxxxx Xxxx Xxxxxxxxxx
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
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STATE OF MISSISSIPPI
COUNTY OF XXXXX
This day personally appeared before me, the undersigned authority in
and for the jurisdiction aforesaid, the within named XXXXXXX X. XXXXXXXX who is
AGENT OF PINE BELT ORGANIZERS, LLC, and who acknowledged that he signed and
delivered the above and foregoing Option to Purchase Real Property on the day
and year therein mentioned and for the purposes therein mentioned after having
been first authorized to do so by its Directors.
WITNESS MY SIGNATURE on this 26th day of June, 1998.
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
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