EXHIBIT 10.1
OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), is made as of this ____ day of
September, 2001, by and between ELANS MILL PARTNERS, LLC, a Georgia limited
liability company ("Landlord"), and GENERATIONS BANCSHARES, INC., a Georgia
corporation ("Tenant").
WITNESSETH: THAT;
WHEREAS, Landlord is the sole fee simple owner of that certain tract or
parcel of land lying and being in Land Xxxx #000 & 000, 0xx Xxxxxxxx, 0xx
Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx, also described as Tract #1, Xxx Book 46, Page
133, Xxx 7/20/2000 by Xxxxx Xxxxxxxxx, containing approximately 1.08 acres, as
more particularly described on EXHIBIT "A", attached hereto and by this
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reference made a part hereof, together with any and all plants, trees, timber,
shrubbery, improvements, and fixtures located thereon or attached thereto, and
all rights, easements, licenses, and benefits appurtenant thereto (collectively
with said tract or parcel of land being hereinafter referred to as the
"Property");
WHEREAS, Tenant desires to secure from Landlord the exclusive right and
option to lease the Property; and
WHEREAS, Landlord is willing to grant and extend to Tenant such exclusive
right and option on the terms and conditions contained herein;
NOW, THEREFORE, IN CONSIDERATION of the sum of TEN AND NO/100 DOLLARS
($10.00) in hand paid by Tenant to Landlord (the "Option Fee") and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Option to Lease.
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(a) For a period of one-hundred twenty (120) days from the date of
this Agreement (the "Option Period"), Landlord grants to Tenant
the exclusive right and option (the "Option") to lease the
Property. Tenant shall have the right to extend the Option for an
additional ninety (90) days by written notice to Landlord on or
before the expiration of the initial Option Period and payment of
an additional $_____ to Landlord (the "Extension Fee").
(b) Tenant shall have the right to exercise the Option by written
notice to Landlord on or before the expiration of the Option
Period, as the same may be extended. If Tenant fails to give such
written notice prior to the expiration of the Option Period, as
the same may be extended, the Option shall expire and be of no
further force and effect and Landlord shall be entitled to retain
the Option Fee.
(c) During the Option Period, as the same may be extended, Landlord
shall not offer the Property for lease and shall not accept any
offer to rent the Property other than from Tenant.
2. Terms of Lease. In the event Tenant exercises the Option, the parties
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agree to negotiate in good faith a definitive Lease Agreement for the Property,
such agreement to include a rent of no less than $35,000 per annum and shall
contain standard provisions for pro-rating expenses, as well as certain
contingencies, including without limitation, a due diligence period for Tenant
to review title and survey to the Property and obtain an environmental
assessment of the Property, a financing contingency for Tenant to raise capital,
and a contingency for Tenant to obtain regulatory approval.
3. Option Fee. It is expressly understood that the Option Fee and
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Extension Fee are non-refundable; provided, however, in the event Tenant leases
the Property, the Option Fee and Extension Fee shall be credited against the
first month's rent owing under the Lease.
4. Broker and Broker's Commission. Landlord and Tenant warrant and
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represent each to the other that such party has not employed, and will not
employ, any broker or agent in connection with this Agreement or the Option.
Tenant and Landlord covenant and agree, each to the other, to indemnify the
other against any loss, liability, costs, claims, demands, damages, actions,
causes of action, or suits based upon or arising out of the alleged employment
or use by the indemnifying party of any real estate broker or agent.
5. Notice. Any notice, election, exercise of the Option, or other
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communication required or permitted hereunder shall be delivered by hand (or by
professional overnight courier service), postage and charges prepaid, to the
following addresses:
To Landlord: XXXXX MILL PARTNERS, LLC
00000 Xxxxx Xxxxxx Xxxx
Xxxxx 000-000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxx Xxxxxxx
With a copy to: _________________________________________
_________________________________________
_________________________________________
_________________________________________
To Tenant: Generations Bancshares, Inc.
_________________________________________
_________________________________________
_________________________________________
Attn: Xx. Xxxx Xxxxxxxx
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With a copy to: Xxxxx X. Xxxxxxx, Esq.
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Any notice, election, exercise of the Option, or other communication delivered
or mailed as aforesaid shall be effective upon receipt or refusal to accept
delivery. Each party hereby may change its address for notice, elections,
exercising the Option, and other communications from time to time by notifying
the other party of the new address in the manner provided for giving notice
herein.
6. Miscellaneous. Time is of the essence in this Agreement. This
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Agreement shall be construed and interpreted in accordance with the laws of the
State of Georgia. This Agreement shall be binding upon and inure to the benefit
of Landlord and Tenant, and their respective heirs, executors, administrators,
representatives, predecessors, successors and assigns, and shall run with the
Property.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
executed and delivered as of the day and year first above written.
LANDLORD:
ELANS MILL PARTNERS, LLC, a Georgia limited liability company
By:/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Its: Managing Member
TENANT:
GENERATIONS BANCSHARES, INC.,
a Georgia corporation
By: /s/:
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Name:
Its:
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