OPTION AGREEMENT
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Option Agreement, dated this 1st day of October, 2004 between
Transportation Logistics Int'l Inc, a Colorado corporation, ("TLI"), J & J
Marketing, LLC., a New York limited liability company ("Company")and Xxxx and
Xxxxxxx Xxxxx ("Optionees")
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, TLI and the Company have entered into an agreement of even
date herewith under which TLI has undertaken to acquire an 80% interest in the
Company; and
WHEREAS, as a condition precedent to the Optionees selling 80% of his
membership interest in the Company to TLI, TLI and the Company agreed to grant
to Optionees, and Optionees desire to obtain an irrevocable option and right to
reacquire one half of TLI's membership interest in the Company at such time and
manner as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, TLI, Company and Optionees hereby
agree as follows:
1. Consideration. In consideration for the grant of the option provided
for herein, Optionees, TLI and Company have contemporaneously herewith
executed the Acquisition Agreement.
2. Option. TLI hereby grants to Optionees an irrevocable, transferable and
assignable right and option during the term of this option to acquire from
TLI's eighty percent (80%) interest in Company by assigning to Optionees
said eighty percent (80%) interest in the Company on the date of exercise
of the Option.
3. Exercise of Option. The Optionees shall have the right, in his sole
discretion, to exercise the option granted pursuant to section 2 hereof,
at any time, in whole or in part, but only upon the occurrence of a
Liquidity Event, as hereinafter defined.
4. Purchase Price. The exercise price for the Option granted to Optionees
shall be set as the fair market value of two hundred fifty thousand
(250,000) shares of TLI's common stock on the Option Closing Date. "Fair
Market Value" means the average close price of shares of TLI common
stock as quoted on the OTC Bulletin Board (or such other primary
bulletin board or exchange or market system on which shares of Common
Stock are then quoted or listed) for the latest 30 trading days ended as
of the date of the delivery of written notice of exercise of the Option,
without including in such calculations the highest and lowest price of
the shares of Common Stock achieved during such period, such high and
low prices to be eliminated only once in computing each such average.
In the event the closing prices required by the preceding sentence are
unavailable, Fair Market Value shall be $12,500.00. The purchase price
shall be payable in equal six (6) monthly installments commencing on the
first day of the month following the month in which this option is
exercised.
5. Liquidity Event. For the purposes hereof, a Liquidity Event shall
mean a liquidation, dissolution or winding up of TLI, a merger or
acquisition in which the TLI is not the surviving corporation, or the sale
of all or substantially all of the assets of TLI. A Liquidity Event
shall also mean delisting from any stock exchange or the Over the Counter
Bulletin Board (OCTBB). A Liquidity Event shall also include TLI becoming
the subject of an Order for Relief under the United States Bankruptcy Code
by voluntary or involuntary petition, or TLI initiating, either in an
original Proceeding or by way of answer in any state insolvency or
receivership Proceeding, an action for liquidation, arrangement,
composition, readjustment, dissolution, or similar relief.
6. Exercise. In order to exercise the option, the Optionees shall give
written notice thereof to TLI during the term of this option.
7. Expiration of Option. This option shall expire on May 15, 2005
8. Guarantee of Performane. TLI agrees to take all actions necessary for the
purpose of causing Company to fully comply with the terms and provisions
of this Option and Agreement. Company agrees to take all actions
necessary for the purpose of causing TLI to fully comply with the terms
and provisions of this Option and Agreement.
9. Notices. All notices under this agreement shall be in writing, shall be
addressed as hereinafter set forth and shall be deemed to be given, (i) if
rendered by facsimile or by hand, when received and, (ii) if delivered by
an overnight courier service on the first day after being sent.
If to Optionees
Xxxxxxx Xxxxx
0000 Xxxxx 0X
Xxxxxxxx, Xxx Xxxx 00000
If to TLI:
000 Xxxxxxx Xxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
If to Company:
J & J Marketing, LLC
0000 Xxxxx 0X
Xxxxxxxx, XX 00000
In WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date above writen.
Optionees:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx
TLI:
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chairman
Company:
By: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: President
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