Exhibit 10.6
OPTION TO PURCHASE
This Agreement made as of the 9th day of October 9, 2003, by and between
Tri-State Stores, Inc., an Illinois Corporation ("Tri-State"), GMG Partners LLC,
an Illinois Limited Liability Company ("GMG") and SASCO Springfield Auto Supply
Company, a Delaware Corporation, ("SASCO") (Tri-State, GMG and SASCO are
collectively referred to herein as "TSG"), 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 sufficiency of which is hereby acknowledged, the Optionor hereby
grants to the Optionee an option (the "Option") to purchase the assets and
certain liabilities of TSG, upon and subject to the following terms and
conditions:
1. Exercise Price. The purchase price for the exercise of the option
to purchase the assets of Tri-State, GMG and SASCO shall be Three
Million Dollars ($3,000,000) plus assume other liabilities
consisting of accounts payable, to be designated by TSG, not to
exceed Five Hundred Thousand Dollars ($500,000) and accrued
expenses, of Two Hundred Thousand Dollars ($200,000).
2. Option Exercise Period. The Option may be exercised by the
Optionee at any time from the date hereof for 150 days, and may be
extended by agreement of the parties.
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.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
Prelude Ventures, Inc.
---------------------------
By: Xxxxxxx Xxxxxxxx
Tri-State Stores, Inc.
An Illinois Corporation
By: __________________________
GMG Partners LLC
an Illinois Limited Liability Company
By: __________________________
SASCO Springfield Auto Supply Company
a Delaware Corporation
By: __________________________