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OPTION AGREEMENT

Option Agreement

OPTION AGREEMENT | Document Parties: TOUCHMARK BANCSHARES, INC. | GWINNETT CLINIC, LTD You are currently viewing:
This Option Agreement involves

TOUCHMARK BANCSHARES, INC. | GWINNETT CLINIC, LTD

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Title: OPTION AGREEMENT
Date: 6/26/2009

OPTION AGREEMENT, Parties: touchmark bancshares  inc. , gwinnett clinic  ltd
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Exhibit 10.3

OPTION AGREEMENT

THIS OPTION AGREEMENT, made this 22nd day of June, 2009, by and between TOUCHMARK BANCSHARES, INC., a Georgia corporation (herein referred to as the “ Seller ”), and GWINNETT CLINIC, LTD., a Georgia corporation (herein referred to as the “ Purchaser ”).

R E C I T A L S

WHEREAS, Seller is the owner of all that tract or parcel of land lying and being in Land Lot 44 of the 1st District, Fulton County, Georgia, being more particularly described on Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”); and

WHEREAS, Seller desires to grant to Purchaser an option to purchase the Property.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto agree as follows:

1. GRANT OF OPTION . Seller hereby grants and conveys to Purchaser, or its successors and assigns, an irrevocable and exclusive option to purchase from Seller, the Property, upon all the terms and conditions hereinafter set forth (the “Option”).

2. TERM OF OPTION . The term of the Option shall begin on June 22, 2009, and extend through December 22, 2010 (the “Option Term”). Purchaser may exercise the Option at any time during the Option Term upon providing written notice to Seller, and the conveyance of the Property as provided herein shall occur no sooner than thirty (30) days from the date that Seller receives said notice, unless waived by Seller; PROVIDED, HOWEVER, that Purchaser shall only have the right to exercise the Option in the event the Seller is unable to obtain approval from the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”) for the operation of a bank branch site upon the Property.

3. OPTION PRICE . If Purchaser exercises its Option as provided herein, Seller shall sell and transfer the Property to Purchaser and Purchaser shall purchase the Property from Seller, and Purchaser shall pay to Seller the purchase price of ONE MILLION SIX HUNDRED THOUSAND AND NO/100THS DOLLARS ($1,600,000.00), plus all expenses and closing costs incurred in connection with the initial acquisition by Seller of the Property from the FDIC. (“Purchase Price”). The Purchase Price shall be paid to Seller by Purchaser at Closing, as hereinafter defined, in cash or immediately collectible funds.

4. TIME OF ESSENCE . Time shall be deemed as of the essence of this Agreement.

5. BINDING EFFECT . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and assigns.

6. CONVEYANCE OF TITLE . The Seller shall convey good and marketable fee simple title to the Property to the Purchaser pursuant to recordable limited warranty deed, free of title


exceptions except those which are approved by Purchaser. Up through the Closing Date, as hereinafter defined, the Purchaser may deliver to the Seller a statement of any objections to the Seller’s title and the Seller shall have the right (but not the obligation) within a reasonable time thereafter in which to cure any such objections. In the event that the Seller fails to cure any such objections, the Purchaser may (i) terminate this Agreement, or (ii) waive such objections and close the transaction contemplated by this Agreement in accordance with all of the terms and provisions hereof. At any time prior to the Closing Date, the Purchaser shall have the right to check down the title from and after the effective date of the preliminary title examination contemplated in this Paragraph 6 and deliver to the Seller a written statement of any objection which appears in the public records of Fulton County, Georgia and affects title to the Property occurring subsequent to the preliminary title examination. The Seller shall have until the Closing Date to cure, at its expense, any such objection. In the event the Seller fails or refuses to cure such objection prior to the Closing Date, the Purchaser shall have the same rights with respect to such failure or refusal set forth in this Paragraph 6 as to preliminary title objections.

7. NOTICES . Any notice or communication required or permitted hereunder shall be given in writing, sent (a) personal delivery, (b) expedited delivery service with proof of delivery, (c) United States mail, postage prepaid, registered or certified mail, return receipt requested or (d) prepaid telegram or telex (provided that such telegram or telex is confirmed by expedited delivery service or by mail in the manner previously described), addressed as follows:

 

As to Seller:

  

Touchmark Bancshares, Inc.

  

3740 Davinci Court, Suite 150

  

Norcross, Georgia 30092

As to Purchaser:

  

Gwinnett Clinic, Ltd.

  

475 Philip Boulevard, Suite 100

  

Lawrenceville, Georgia 30045

Either party hereto may change the address set forth above for giving notice to such party by giving written notice to the other party in the manner set forth above. Any such notice or communication shall be deemed to have been given either (i) in the case of hand delivery, at the time of personal delivery, (ii) in the case of delivery service or mail, as of the date of first attempted delivery, or (iii) in the case of telegram or telex, upon receipt.

8. REPRESENTATIONS .

A. Representations of Seller . The Seller makes the following representations, to the b


 
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