OPTION TO PURCHASE
EXHIBIT
10.8
This
Option to Purchase is made as of 2 November2, 2004 between American Motorcycle
Leasing Corp., a Nevada corporation (“Optionor”) with an address at 000 Xxxx
00xx
Xxxxxx,
Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, and Sparta Commercial Services LLC, a
Delaware limited liability company (“Optionee”) with an address at X.X. Xxx 00,
Xxx Xxxx, Xxx Xxxx 00000.
RECITALS:
1. Optionor
is the owner of a certain portfolio of equipment leases for motorcycles (the
“Portfolio”). The Portfolio is secured by a first priority security interest in
favor of Citibank, N.A. or its assigns.
2. Optionee
wishes to purchase from Optionor from time to time portions of the Portfolio
in
such amounts and for such consideration as the parties hereto may agree from
time to time.
3. In
order
to induce Optionor to agree to refrain from disposing of the Portfolio, Optionee
desires to purchase an option (the “Option”) to purchase some or all of the
Portfolio.
Now,
therefore, in consideration of the foregoing and intending to be legally bound,
the parties hereto agree as follows:
1. Purchase
of Option. Upon
execution of this Agreement, Optionee shall purchase the Option from Optionor
for the sum of $250,000, payable by wire transfer or certified or bank
check.
2. Terms
of the Option. The
Option shall have a term of two (2) years from the date hereof and may be
exercised from time to time during such term, in whole or in part, upon written
notice from Optionee to Optionor of Optionee’s intent to exercise the Option.
Such notice shall set forth the specific assets within the Portfolio Optionee
wishes to purchase, the date by which Optionee wishes to acquire title to such
assets and the aggregate purchase price therefore. The purchase prices for
the
assets constituting the Portfolio are set forth on Schedule A hereto. Payment
by
the Optionee of the aggregate purchase price for any partial exercise, if any,
shall be made on or before the date set forth by Optionee for the acquisition
of
3. Prior
Approvals. Optionee
understands that the Portfolio represents all or substantially all of the assets
of Optionor and that disposition of the Portfolio may require the approval
of
Optionor’s stockholders. Optionee understands and agrees that should Optionor
receive advice of counsel that one or more exercises of the Option shall require
such approval, such approval shall be obtained before consummation of such
exercise.
4. No
Assignment. The
granting of the Option is personal to Optionee and may not be assigned or
encumbered by Optionee. Any attempt to assign or encumber the Option or this
Agreement shall terminate the Option and this Agreement. The stipulations herein
shall bind and inure to the benefit of the parties hereto.
5. Entire
Agreement. This
Agreement the Schedule attached thereto constitute the entire agreement between
the parties with respect to the subject matter hereof and may not be changed
orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
6. Binding
Effect. This
Agreement shall not be binding or effective until properly executed and
delivered by Optionor and Optionee and shall not be a written memorandum or
offer subject to acceptance or any other evidence of an option or contract
for
the sale of real property for any such purpose unless so executed and
delivered.
IN
WITNESS WHEREOF, Optionor and Optionee have executed this Agreement as of the
date first above written.
| AMERICAN MOTORCYCLE LEASING CORP. | |
| By: /s/ Xxxxxxx X Xxxxx CFO | |
| SPARTA COMMERCIAL SERVICES LLC | |
| By: /s/ X. X. Xxxxxx |
