Schedule 1.01
Option to Purchase
This Agreement made as of the 9th day of October 9, 2003, by and between Xx
Xxxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxx Xxxx, (the "MPW Shareholders" or
Optionor") and Prelude Ventures, Inc. ("Prelude" or "Optionee").
IN CONSIDERATION of the payment by the Optionee to the Optionor of the sum of
two dollars ($2.00) and for other and good and valuable consideration, the
receipt and suffiency of which is hereby acknowledged, the Optionor hereby
grants to the Optionee an option (the "Option") to purchase 10% of all he issued
and outstanding shares of Motor Parts Warehouse, Inc. ("MPW"), upon and subject
to the following terms and conditions:
1. Exercise Price. The purchase price for the exercise of the option to
purchase MPW shall be Two Million Two Hundred Thousand Dollars
($2,200,000), plus the issuance of 5,000,000 shares of common stock of
Prelude.
2. Option Exercise Period. The Option may be exercised by the Optionee at
any time from the date hereof for 18- days, and may be extended by
agreeement of the parties. The Option shall only be exercised upon the
refinancing of the secured debt of Tri State Stores, Inc., GMG
Parnters LLC and SASCO Springfield Auto Supply Company in the total
amount of $3,000,000.
3. Exercise of Option. The Optionee shall, for the purposes of exercising
the Option, give the MPW Shareholders notice in writing thereof (the
"Notice"), accompanied by payment of the purchase price.
4. Non-Assignability of Option. The Option is specific to the Optionee.
Accordingly, the Optionee may not sell, assign or otherwise transfer
the Option or any of its rights under this Agreement without the prior
written consent of the Optioner may be unreasonably or arbitrarily
withheld.
5. Entire Agreement. The Agreement expresses the entire agreement between
the parties concerning the subject matter hereof and supercedes all
previous agreements, whether written or oral, between the parties
respecting the subject matter hereof.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
Prelude Ventures, Inc.
-------------------------------
By: Xxxxxxx Xxxxxxxx
MPW Shareholders
/s/ Xx Xxxxxxx /s/ Xxxxx Xxxxxxx
-------------------------------- ----------------------------
Xx Xxxxxxx Xxxxx Xxxxxxx
/s/ Xxxxx Xxxx /s/ Don Mago
-------------------------------- ----------------------------
Xxxxx Xxxx Don Mago
54
