EXHIBIT 10.8
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 28th day of June, 2004, by and between Chinamerica Fund, LP
("Purchaser") and Boulder Acquisitions, Inc., a Nevada Corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 877,193 newly issued, restricted shares
(the "Shares") of the common capital stock of the Company, par value $0.001 per
share, upon the terms, provisions, and conditions and for the consideration
hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance and Sale of Shares.
Based upon the representations, warranties, and covenants and subject
to the terms, provisions, and conditions contained in this Agreement, the
Company agrees to sell and deliver the Shares to Purchaser, free and clear of
all liens, pledges, encumbrances, security interests, and adverse claims, and
Purchaser agrees to purchase the Shares from the Company for the consideration
hereinafter set forth.
Section 2. Purchase Price.
The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").
Section 3. The Closing.
Upon execution of this Agreement, the Company shall deliver to
Purchaser a certificate(s) evidencing the Shares issued in the name of
Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to
Securities Transfer Corporation (the "Escrow Agent") the Purchase Price. The
release of the Purchase Price to the Company shall be effected in accordance
with the terms of this Agreement and that certain Escrow Agreement (the "Escrow
Agreement") to be entered into by and among the Escrow Agent, the parties hereto
and such other parties referenced therein.
Section 4. Representations and Warranties of Purchaser.
Purchaser acknowledges and understands that the Shares are being
acquired for investment in a transaction that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:
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a) Purchaser is acquiring the Shares solely for investment
purposes and not with a view to, or for resale in connection
with, any distribution thereof or with any present intention
of distributing or selling any of the Shares, except as
allowed by the Securities Act of 1933, as amended, or any
rules or regulations promulgated thereunder (collectively, the
"Act").
b) Purchaser will hold the Shares subject to all of the
applicable provisions of the Act, and Purchaser will not at
any time make any sale, transfer, or other disposition of the
Shares in contravention of said Act.
c) Purchaser acknowledges that it must bear the economic risk of
its investment in the Shares for an indefinite period of time
since the Shares have not been registered under the Act and
therefore cannot be sold unless the Shares are subsequently
registered or an exemption from registration is available.
d) The sale of the Shares to Purchaser is being made without any
public solicitation or advertisements.
Section 5. Representations and Warranties of the Company.
In connection with the transactions contemplated hereby, the Company
hereby represents and warrants to Purchaser as follows, with each such
representation and warranty pertaining to the Company and its direct and
indirect subsidiaries where applicable:
5.1. Organization, Standing and Power.
The Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated and has the
requisite corporate power and authority to carry on its business as now being
conducted. The Company is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse Effect. For purposes of this Agreement, the term "Company Material
Adverse Effect" means any material adverse effect with respect to the Company,
taken as a whole, or any change or effect that adversely, or is reasonably
expected to adversely, affect the ability of the Company to maintain its current
business operations or to consummate the transactions contemplated by this
Agreement in any material respect.
5.2. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy, insolvency and similar laws affecting creditors generally, and by
general principles of equity. At the time that the Shares are sold, assigned,
transferred and conveyed to Purchaser pursuant to this Agreement, the Shares
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will be duly authorized, validly issued, fully paid and nonassessable. The
execution, delivery and performance of this Agreement have been duly authorized
by the Company and will not violate any applicable federal or state law, any
order of any court or government agency or the articles or certificate of
incorporation of the Company. The execution, delivery and performance of this
Agreement and each other agreement contemplated hereby will not result in any
breach of or default under, or result in the creation of any encumbrance upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective assets may be bound. No consent, approval
or authorization of, or registration or filing with any governmental authority
or other regulatory agency, is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.
5.3. Capital Structure.
The authorized capital stock of the Company consists of 100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date hereof, the capitalization of the Company will be as set
forth on Schedule 5.3 hereto. No shares of Company Common Stock will be held by
the Company in its treasury. All outstanding shares of capital stock of the
Company will have been duly authorized and validly issued, and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures, notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which the stockholders of the Company may vote are issued or
outstanding. Except for this Agreement and as set forth in Schedule 5.3 to this
Agreement, the Company does not have, or at or after Closing will not have, any
outstanding option, warrant, call, subscription or other right, agreement or
commitment which either (a) obligates the Company to issue, sell or transfer,
repurchase, redeem or otherwise acquire or vote any shares of the capital stock
of the Company, or (b) restricts the voting, disposition or transfer of shares
of capital stock of the Company. There are no outstanding stock appreciation
rights or similar derivative securities or rights of the Company.
5.4. Authority: Noncontravention.
The Company has the requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this Agreement constitutes the valid and binding agreement of Purchaser,
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies and to general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity). The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company, (b) subject to the governmental
filings and other matters referred to in the following sentence, conflict with,
result in a breach of or default (with or without notice or lapse of time, or
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both) under, or give rise to a right of first refusal, termination, cancellation
or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit under, or require the consent of any person under, any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument or undertaking to which the Company is a party or by which the
Company or any of the assets of either entity are bound, result in the creation
or imposition of a material Lien or other restriction or encumbrance on any
material asset of the Company, which, singly or in the aggregate, would have a
Company Material Adverse Effect, or (c) subject to the governmental filings and
other matters referred to in the following sentence, violate any domestic or
foreign law, rule or regulation or any order, writ, judgment, injunction,
decree, determination or award currently in effect except for such violations,
which, singly or in the aggregate, would only have an immaterial effect. Except
as otherwise required by applicable state or federal securities laws, no
consent, approval or authorization of, or declaration or filing with, or notice
to, any domestic or foreign governmental agency or regulatory authority (a
"Governmental Entity") or any third party which has not been received or made,
is required by or with respect to the Company in connection with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of the transactions contemplated hereby, except for consents, approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect. "Lien" means, collectively, all material pledges, claims, liens,
charges, mortgages, conditional sale or title retention agreements,
hypothecations, collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.
5.5. Restrictions Upon Registration.
The Company agrees that for the twelve month period following the
execution date of this Agreement it shall not file a registration statement, of
any type, with the Commission for the purpose of registering shares of the
Company's common stock held by those persons who received such shares pursuant
to that certain Securities Exchange Agreement, dated effective as of June 23,
2004, entered into by and among Sifang Holdings Co., Ltd., a corporation
organized under the laws of the Cayman Islands ("Holding Co"), the Company and
the shareholders of Holding Co.
5.6. Absence of Certain Changes or Events; No Undisclosed Material
Liabilities.
Except as otherwise set forth in the Company's periodic reports as
filed with the U.S. Securities and Exchange Commission pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has no
Liabilities. "Liability" means, as to any person, all debts, liabilities and
obligations, direct, indirect, absolute or contingent of such person, whether
accrued, vested or otherwise, whether known or unknown and whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.
5.7. Compliance with Applicable Laws.
The Company has and after giving effect to the transactions
contemplated hereby will have in effect all federal, state, local and foreign
governmental approvals, authorizations, certificates, filings, franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease
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or operate its properties and assets and to carry on its business as now
conducted, and to the knowledge of the Company there has occurred no default
under any such Permit, except for the lack of Permits and for defaults under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's knowledge, the Company is in compliance with,
and has no liability or obligation under, all applicable statutes, laws,
ordinances, rules, orders and regulations of any Governmental Entity, including
any liability or obligation to undertake any remedial action under hazardous
substances laws, except for instances of non-compliance, liabilities or
obligations, which individually or in the aggregate would only have an
immaterial effect.
5.8. Litigation, etc.
As of the date hereof, (a) there is no suit, claim, action or
proceeding (at law or in equity) pending or, to the knowledge of the Company,
threatened against the Company (including, without limitation, any product
liability claims) before any court or governmental or regulatory authority or
body, and (b) the Company is not subject to any outstanding order, writ,
judgment, injunction, order, decree or arbitration order that, in any such case
described in clauses (a) and (b), (i) could reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect or (ii)
involves an allegation of criminal misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended. As of the date hereof, there
are no suits, actions, claims or proceedings pending or, to the Company's
knowledge, threatened, seeking to prevent, hinder, modify or challenge the
transactions contemplated by this Agreement.
5.9. Disclosure.
The representations and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements and information
contained herein not false or misleading.
Section 6. Survival of Representations and Warranties.
All representations, warranties, covenants, and agreements contained
herein shall not be discharged or dissolved upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.
Section 7. Registration Rights.
7.1. Registration by the Company.
(a) Mandatory Registration. As promptly as practicable (but in no event
later than 30 days) after the date of this Agreement, the Company shall
file a registration statement (the "Registration Statement") with the
Commission under the Act covering the Shares.
(b) Registration Statement Form. Registrations under this Section 7.1
shall be on such appropriate registration form of the Commission as
shall be reasonably selected by the Company.
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(c) Effective Registration Statement. A registration required pursuant
to this Section 7.1 shall not be deemed to have been effected (i)
unless the Registration Statement has become effective and remained
effective in compliance with the provisions of the Act with respect to
the disposition of all of the Shares covered by such Registration
Statement until such time as all of the Shares have been disposed of in
accordance with the intended methods of disposition by the Purchaser
set forth in such Registration Statement (unless the failure to so
dispose of such Shares shall be caused solely by reason of a failure on
the part of the Purchaser).
7.2. Priority Registrations.
Subject to the limitations set forth below, the Registration Statement
may include, in addition to the Shares, other securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.
7.3. Registration Procedures.
The Company will, as expeditiously as possible:
a) prepare and file with the Commission the requisite
Registration Statement to effect such registration and
thereafter use its reasonable best efforts to cause such
Registration Statement to become effective;
b) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the
provisions of the Act with respect to the disposition of all
the Shares covered by such Registration Statement until the
earlier of the time as all of such Shares have been disposed
of in accordance with the intended methods of disposition by
the Purchaser set forth in such Registration Statement or the
date that the Shares are eligible for resale pursuant to the
provisions of Rule 144 under the Act;
c) furnish such number of conformed copies of such Registration
Statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies
of the prospectus contained in such Registration Statement
(including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424
under the Act, in conformity with the requirements of the Act,
and such other documents, as the Purchaser may reasonably
request;
d) use its reasonable best efforts (i) to register or qualify the
Shares under such other securities or blue sky laws of such
States of the United States of America where an exemption is
not available and as Purchaser shall reasonably request, (ii)
to keep such registration or qualification in effect for so
long as such Registration Statement remains in effect, and
(iii) to take any other action which may be reasonably
necessary or advisable to enable the Purchaser to consummate
the disposition in such jurisdictions of the securities to be
sold by the Purchaser, except that the Company shall not for
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any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein
it would not but for the requirements of this subdivision (d)
be obligated to be so qualified or to consent to general
service of process in any such jurisdiction;
e) use its reasonable best efforts to cause all Shares covered by
such Registration Statement to be registered with or approved
by such other federal or state governmental agencies or
authorities as may be necessary in the opinion of counsel to
the Company and counsel to the Purchaser to enable the
Purchaser to consummate the disposition of such Shares;
f) notify the Purchaser at any time when a prospectus relating
thereto is required to be delivered under the Act, upon
discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances
under which they were made, and at the request of the
Purchaser promptly prepare and furnish to it a reasonable
number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they
were made;
g) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and, if
required, make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen
months, beginning with the first full calendar month after the
effective date of such Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Act and Rule 158 promulgated thereunder, and promptly furnish
to Purchaser a copy of any amendment or supplement to such
Registration Statement or prospectus;
h) provide and cause to be maintained a transfer agent and
registrar (which, in each case, may be the Company) for all
the Shares covered by such Registration Statement from and
after a date not later than the effective date of such
registration; and
i) use its reasonable best efforts to list the Shares on any
national securities exchange on which the shares of the same
class covered by such Registration Statement are then listed
and, if no such shares are so listed, on any national
securities exchange on which the common stock is then listed.
Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition of the Shares pursuant to the Registration Statement until
Purchaser's receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (f) of this Section 7.3 and, if so directed by the
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Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such holder's possession of the
prospectus relating to the Shares current at the time of receipt of such notice.
7.4. Indemnification.
(a) Indemnification by the Company. The Company will, and hereby does,
indemnify and hold harmless, in the case of the Registration Statement
filed pursuant to Section 7.1, the Purchaser and its respective
directors, officers, partners, agents and affiliates, against any
losses, claims, damages or liabilities, joint or several, to which
Purchaser or any such director, officer, partner, agent, affiliate or
controlling person may become subject under the Act or otherwise,
including, without limitation, the fees and expenses of legal counsel,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement,
any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in
light of the circumstances in which they were made not misleading, and
the Company will reimburse Purchaser and each such director, officer,
partner, agent, affiliate and controlling person for any legal or any
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration
Statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by or on behalf of
the Purchaser, specifically stating that it is for use in the
preparation thereof. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of
Purchaser or any such director, officer, partner, agent, affiliate or
controlling person and shall survive the transfer of such securities by
the Purchaser.
(b) Indemnification by the Purchaser. As a condition to including the
Shares in the Registration Statement, the Company shall have received
an undertaking satisfactory to it from the Purchaser, to indemnify and
hold harmless (in the same manner and to the same extent as set forth
in Section 7.4(a)) each other seller, if any, the Company, and each
director of the Company and each officer of the Company, with respect
to any statement or alleged statement in or omission or alleged
omission from such Registration Statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the
Purchaser specifically stating that it is for use in the preparation of
such Registration Statement, preliminary prospectus, final prospectus,
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the liability of such indemnifying party under this Section 7.4(b)
shall be limited to the amount of proceeds received by such
indemnifying party giving rise to such liability. Such indemnity shall
remain in full force and effect, regardless of any investigation made
by or on behalf of the Company or any such director, officer or
controlling person and shall survive the transfer of such securities by
the Purchaser.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 7.4 (a) or (b), such
indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under the preceding
subdivisions of this Section 7.4, except to the extent that the
indemnifying party is actually prejudiced by such failure to give
notice. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it may wish, to assume the
defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, that any indemnified party may,
at its own expense, retain separate counsel to participate in such
defense. Notwithstanding the foregoing, in any action or proceeding in
which both the Company and an indemnified party is, or is reasonably
likely to become, a party, such indemnified party shall have the right
to employ separate counsel at the Company's expense and to control its
own defense of such action or proceeding if (a) there are or may be
legal defenses available to such indemnified party or to other
indemnified parties that are different from or additional to those
available to the Company or (b) any actual conflict exists between the
Company and such indemnified party that would make such separate
representation advisable; provided, however, that the Company may limit
the fees and expenses that it pays in any one legal action or group of
related legal actions to those fees and expenses of one firm of
attorneys (together with appropriate local counsel), which firm of
attorneys (together with appropriate legal counsel) shall be designated
in writing by a majority of the indemnified parties who are a party to,
or are reasonably likely to become parties to, such legal action or
group of related legal actions. No indemnifying party shall be liable
for any settlement of any action or proceeding effected without its
written consent, which consent shall not be unreasonably withheld or
delayed. No indemnifying party shall, without the consent of the
indemnified party, which consent shall not be unreasonably withheld or
delayed, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation or which requires
action other than the payment of money by the indemnifying party.
(d) Contribution. If the indemnification provided for in this Section
7.4 shall for any reason be held by a court to be unavailable to an
indemnified party under Section 7.4(a) or (b) hereof in respect of any
loss, claim, damage or liability, or any action in respect thereof,
then, in lieu of the amount paid or payable under Section 7.4(a) or
(b), the indemnified party and the indemnifying party under Section
7.4(a) or (b) shall contribute to the aggregate losses, claims, damages
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and liabilities (including legal or other expenses reasonably incurred
in connection with investigating the same), (i) in such proportion as
is appropriate to reflect the relative fault of the Company and the
Purchaser which resulted in such loss, claim, damage or liability, or
action or proceeding in respect thereof, with respect to the statements
or omissions which resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, as well as any other
relevant equitable considerations or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion
as shall be appropriate to reflect the relative benefits received by
the Company and the Purchaser from the offering of the securities
covered by such Registration Statement, provided, that for purposes of
this clause (ii), the relative benefits received by the Purchaser shall
be deemed not to exceed the amount of proceeds received by the
Purchaser. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The Purchaser's obligation to contribute as provided
in this Section 7.4(d) is several in proportion to the relative value
of its respective Shares covered by such Registration Statement and not
joint. In addition, no person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or
claim effected without such person's consent, which consent shall not
be unreasonably withheld.
(e) Other Indemnification. Indemnification and contribution similar to that
specified in the preceding subdivisions of this Section 7.4 (with
appropriate modifications) shall be given by the Company and the
Purchaser with respect to any required registration or other
qualification of securities under any federal or state law or
regulation of any governmental authority other than the Act.
(f) Indemnification Payments. The indemnification and contribution required
by this Section 7.4 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when
bills are received or expense, loss, damage or liability is incurred.
Section 8. Put Option.
(a) Subject to the provisions of subparagraphs (b) and (c) or this
Section 8, the Company hereby grants to Purchaser an option to require
the Company to purchase up to 877,193 Shares at a price of $1.14 per
share (the "Put Option").
(b) The Put Option may be exercised at any time after the date that is
six months after the Company files the Registration Statement
registering the Shares up to and including the earlier of the date that
such Registration Statement is declared effective by the Commission or
the Shares are eligible for resale under Rule 144 under the Act (the
"Expiration Date").
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(c) The Put Option may be exercised by written notice given by the
Purchaser to the Company and the Escrow Agent exercising the Put
Option. If the Put Option is not exercised by the Expiration Date, then
the Put Option will terminate, and be null, void and of no further
effect immediately following the Expiration Date.
Section 9. Entirety and Modification.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings, whether oral or written, between the
parties hereto relating to such subject matter. No modification, alteration,
amendment, or supplement to this Agreement shall be valid or effective unless
the same is in writing and signed by all parties hereto.
Section 10. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns, heirs, and
personal representatives.
Section 11. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first written above.
PURCHASER: CHINAMERICA FUND, LP
By: /s/ X. Xxxxxxx
---------------------------------
Name: X. Xxxxxxx
Title: General Partner
COMPANY: BOULDER ACQUISITIONS, INC.
By: /s/ Tai Caihua
---------------------------------
Tai Caihua
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