Pre-Effective Amendment to Registration of Securities — Form S-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-2/A Amendment to Form S-2/A 74 465K
2: EX-1.1 Form of Underwriting Agreement 40 155K
3: EX-10.24 Sales Agrmt Between the Co. & Kathryn M. Delong 5± 22K
4: EX-10.25 Sales Agrmt Between the Co. & Alice E. Fabian 6± 26K
5: EX-10.26 Sales Agrmt Between the Co. & Kelley F. Jesseman 6± 24K
6: EX-23.1 Consent of Coopers & Lybrand LLP 1 7K
EX-10.26 — Sales Agrmt Between the Co. & Kelley F. Jesseman
| EX-10.26 | 1st “Page” of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Ex. 10.26
[LOGO OF REALTOR APPEARS HERE] [LOGO OF EQUAL HOUSING
OPPORTUNITY APPEARS HERE]
STANDARD FORM FOR MEMBERS OF THE NEW HAMPSHIRE ASSOCIATION OF REALTORS(R)
SALES AGREEMENT AND DEPOSIT RECEIPT
THIS AGREEMENT made this 25th day of July , 1997
---- ---- ----
Between
The SELLER Ralph S. And Kelly F. Jesseman, husband and wife
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of 84 Sanborn Road City Tilton County of Belknap State NH Zip 03276
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and
The BUYER DM Management Company
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of One Winterbrook Way City Meredith County of Belknap State NH Zip 03253
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WITNESSETH: That the SELLER agrees to sell and convey, and the BUYER agrees to
buy certain real estate located in Tilton, New Hampshire known as or
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described as Land and buildings located at 84 Sanborn Road - Tax Map OR 19,
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Lot 0012
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County Belknap Book 21 Page 1602 Date
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the SELLING PRICE is One hundred forty-seven thousand and no/100 Dollars
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$ 147,000.00
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Deposit, receipt of which is hereby acknowledged in form
of Option deposit (Seller) 500.00
Is to be held in an account by Sellers in the sum of $ 4,500.00
[INITIALS APPEAR HERE] --------------
Additional deposit will be paid on or before 7/28/97 $ --------
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CASH, CERTIFIED CHECK or BANK DRAFT on date of transfer of
title in sum of $ 142,000.00
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DEED: Marketable title shall be conveyed by a warranty deed, and shall be free
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and clear of all encumbrances except usual public utilities service the
property; any restrictive covenants of record to be acceptable to the Buyer.
TRANSFER OF TITLE: On or before September 30, 1997* at Attorney's office,
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Registry of Deeds, Lending Institution, or place of mutual consent.
*See additional provisions
POSSESSION: Free of all tenants, personal property, and encumbrances except as
herein stated is to be given on transfer of title or as otherwise mutually
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agreed thereto.
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AGENT: The undersigned SELLERS and BUYERS understand that ______________________
Agency represents the SELLER, ________________________, in this transaction and
DeWolfe Keewaydin Agency represents the Buyer.
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INSURANCE: The buildings on said premises shall, until full performance of this
agreement, be kept insured against fire with extended coverage by the SELLER. In
case of loss, all sums recoverable from said insurance shall be paid or
assigned, on delivery of deed, to the BUYER, unless the premises shall
previously have been restored to their former condition by the SELLER; or, at
the option of the BUYER, this agreement may be rescinded and the deposit
refunded if any such loss exceeds $ 10,000.00.
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TITLE: If, upon examination of title, it is found that the title is not
marketable, the SELLER shall have a reasonable time, not to exceed 30 days from
the date of notification of defect (unless otherwise agreed to in writing), to
remedy such defect. Should the SELLER be unable to provide marketable title
within said 30 days, the BUYER may rescind this agreement at the BUYER's sole
option, with full deposit being refunded to the BUYER and all parties being
released from any further obligations hereunder. The SELLER hereby agrees to
make a good faith effort to correct the title defect within the 30 day period
above prescribed once notification of such defect is received. The cost of
examination of the title shall be borne by the BUYER.
TAXES, special assessments, rents, water, and sewage bills and fuel in storage
shall be prorated as of transfer of title or as mutually agreed thereto.
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PROPERTY INCLUDED: All fixtures the land and buildings and any survey or
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engineering data available.
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LIQUIDATED DAMAGES: If the BUYER shall default in the performance of his
obligation under this agreement, the amount of the deposit may, at the option of
the SELLER, become the property of the SELLER as reasonable liquidated damages.
In the event of any dispute relative to the deposit monies held in escrow, the
Escrow Agent may, in its sole discretion, pay said deposit monies into the Clerk
of Court of proper jurisdiction in an Action of Interpleader, providing each
party with notice thereof at the address recited herein, and thereupon the
Escrow Agent shall be discharged from its obligations as recited therein, and
each party to this Agreement shall thereafter hold the Escrow Agent harmless in
such capacity. Both parties hereto agree that the Escrow Agent may deduct the
cost of bringing such Interpleader action from the deposit monies held in escrow
prior to the forwarding of same to the Clerk of such court.
PRIOR STATEMENTS: Any verbal representation, statements and agreements are not
valid unless contained herein. This agreement completely expresses the
obligations of the parties.
FINANCING: This agreement ([_]is)([X] is not) contingent upon the BUYER
obtaining financing under the following terms:
AMOUNT N/A TERMS/YEARS N/A RATE N/A TYPE OF MORTGAGE N/A
--------- --------- ------ --------
The BUYER agrees to act diligently and in good faith to obtain such financing
and shall, within N/A working days after the SELLER's acceptance, submit a
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complete and accurate application for mortgage financing to at least one
financial institution currently providing such loans, requesting financing in
the amount and on the terms provided in this contract. If the BUYER fails to
timely submit such an application, this financing contingency is waived by the
BUYER. If, despite best efforts, the BUYER is unable to obtain the financing
specified in this contract by N/A, 19___, the BUYER shall have the right to
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terminate this contract, provided, however, the BUYER gives written notice
directly to the SELLER, or the SELLER'S AGENT, of the BUYER'S termination of the
contract, and any escrow monies shall be returned to the BUYER. The
responsibility to notify SELLER of BUYER'S termination of this contract based on
the inability to obtain financing shall be solely the BUYER'S.
Seller(s) Initial R.S.J. Buyer(s) Initial S.L.S.
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Page 1 of 2
[LOGO OF REALTOR(R) [LOGO OF EQUAL HOUSING
APPEARS HERE] OPPORTUNITY APPEARS HERE]
STANDARD FORM FOR MEMBERS OF THE NEW HAMPSHIRE ASSOCIATION OF REALTORS(R)
SALES AGREEMENT and DEPOSIT RECEIPT - Page 2
In Compliance with the requirements of RSA 477:4-a, the following is provided to
the BUYER on Radon Gas and Lead Paint:
RADON GAS: Radon gas, the product of decay of radioactive materials in rock may
be found in some areas of New Hampshire. This gas may pass into a structure
through the ground or through water from a deep well. Testing can establish its
presence and equipment is available to remove it from the air or water.
LEAD PAINT: Before 1977, paint containing lead may have been used in structures.
The presence of flaking lead paint can present a serious health hazard,
especially to young children and pregnant women. Tests are available to
determine whether lead is present.
INSPECTIONS: The BUYER is encouraged to seek information from professionals
normally engaged in the business regarding any specific issue of concern. The
BUYER acknowledges receipt of the disclosure form attached hereto. The Agent
makes no warranties or representations regarding the condition, permitted use or
value of the SELLER's real or personal property. This contract is subject to the
following inspections, with results being satisfactory to the BUYER.
BUYER hereby elects to waive the right to all inspections, and signifies by
initialing here ___________________________________.
[Enlarge/Download Table]
TYPE OF INSPECTION: YES NO RESULTS REPORTED TO THE SELLER TYPE OF INSPECTIONS: YES NO RESULTS REPORTED TO THE SELLER
a. General Building within days f. Lead paint within days
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b. Sewage Disposal within days g. Pests within days
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c. Water Quality within days h. Hazardous Waste within days
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d. Radon Air Quality within days i. within days
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e. Radon Water Quality within days j. within days
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The use of days is intended to mean from the effective date of the contract. All
inspections will be done by professionals normally engaged in the business, to
be chosen and paid for by the BUYER. If the results of any inspection or other
condition specified herein are unsatisfactory to the BUYER, the SELLER shall
have the option of repairing the unsatisfactory condition(s) prior to transfer
of title if the BUYER and SELLER both agree, failing which the BUYER may
terminate the contract and all deposits shall be returned to the BUYER.
Notification in writing of intent to so repair should be delivered to the BUYER
or BUYER's Agent within five (5) days of receipt by the SELLER of notification
of unsatisfactory condition(s). Should the SELLER elect not to repair such
unsatisfactory conditions, the BUYER may declare the contract null and void by
notifying the SELLER in writing within the specified number of days, and any
earnest money shall be returned to the BUYER. If the BUYER does not notify the
SELLER that an inspection is unsatisfactory within the time period set forth
above, this contingency is waived by the BUYER. In the absence of inspection
mentioned above, the BUYER is relying completely upon the BUYER's own opinion as
to the condition of the property.
EFFECTIVE DATE: This is a binding contract and the effective date is when signed
and dated, and all changes initialed and dated, by the SELLER and the BUYER.
ADDITIONAL PROVISIONS: 1. This agreement is subject to the Buyer acquiring the
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355+/- acre parcel (so-called Tilcon Site). 2. This agreement is subject to a
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satisfactory Level I environmental report on subject site. Attached is
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Appendix I which is a list of items that the Seller will be taking from the
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subject property prior to closing.
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A copy of this contract is to be received by all parties and, by signature,
receipt of a copy is hereby acknowledged. If not fully understood parties are
advised to contact an attorney.
This agreement shall be binding upon the heirs, executors, administrators and
assigns of both parties.
/s/ DM Management 7/24/97
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BUYER DATE SOCIAL SECURITY #
/s/ Samuel L. Shanaman
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BUYER DATE SOCIAL SECURITY #
The SELLER accepts the offer and agrees to deliver the above-described property
at the price and upon the terms and conditions set forth.
/s/ Ralph S. Jesseman 7/25/97 003-44-2432
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SELLER DATE SOCIAL SECURITY #
/s/ Kelley F. Jesseman 7/25/97 003-48-7341
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SELLER DATE SOCIAL SECURITY #
New Hampshire Association of REALTORS(R) / 1996,
All Rights Reserved - (Rev. 9/95, 3/96)
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| EX-10.26 | Last “Page” of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 3rd |
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APPENDIX I
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To the Purchase and Sale Agreement
Between Ralph S. and Kelly F. Jesseman (Seller)
and DM Management Company (Buyer)
Dated July 25, 1997
The following is a list of items that the Seller will be removing from the
subject property prior to closing:
1. Kitchen cabinets
2. Kitchen light
3. Furnace and fuel storage tank
4. Garage door opener
5. Water softener system
6. Well pump
7. All kitchen appliances to include dishwasher
8. Light fixtures in master bedroom
9. Option to retain 12x12 shed
10. Front entrance exterior storm door
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 10/17/97 | | | | | | | None on these Dates |
| | 9/30/97 | | 1 |
| | 7/25/97 | | 3 |
| List all Filings |
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