EXHIBIT 10.11
SELLING STOCKHOLDERS AGREEMENT
THIS SELLING STOCKHOLDERS AGREEMENT is made this 28th day of June, 2004
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and BOULDER ACQUISITIONS, INC., a Nevada corporation (the
"Company").
WITNESSETH:
WHEREAS, the Selling Stockholders are stockholders of the Company, each
of which acquired their shares in validly authorized transactions, and each
Selling Stockholder is the beneficial owner of such Securities as identified
next to his name on Schedule A attached hereto; and
WHEREAS, the Company intends to file a registration statement on Form
SB-2 with the Securities and Exchange Commission (the "Commission") as soon as
practicable and the Selling Stockholders have advised the Company that all of
the Securities are to be included in such registration statement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
have the meaning set forth below:
(a) "Commission" shall mean the United States Securities and
Exchange Commission or any other federal agency at the time administering the
Securities Act.
(b) "Common Stock" shall mean the Company's Common Stock, par
value $0.001 per share.
(c) "Company" shall mean Boulder Acquisitions, Inc., a Nevada
corporation.
(d) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission hereunder, all as the same shall be in effect at the time.
(e) "Indemnifying Party" shall have the meaning as set forth
in Section 5 of the Agreement.
(f) "Person" shall mean an individual, a corporation, a
partnership, a limited liability company, a joint venture, a trust, an estate,
an unincorporated organization, a government and any agency or political
subdivision thereof.
(g) "Registration Expenses" shall mean all expenses incurred
in effecting the registration, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the
Company, underwriting expenses (other than commissions or discounts), expenses
of any Company audits incident to or required by any such registration and
Company expenses of complying with the securities or blue sky laws of any
jurisdictions (but excluding fees and disbursements of counsel and other agents
for the selling holders of Registrable Securities).
(h) "Registrable Securities" means those Securities identified
on Schedule A hereto to be included in the registration statement. Registrable
Securities shall not include securities which can be freely sold to the public
in the United States without registration under the Securities Act. To the
extent any securities may be sold pursuant to the provisions of Rule 144(k)
under the Securities Act, such securities shall be deemed capable of being
"freely sold to the public" within the meaning of this subsection.
(i) "Securities Act" shall mean the Securities Act of 1933, as
amended.
2. Registration.
(a) Effective Registration. The Company hereby agrees to file
as soon as reasonably practicable, a registration statement on Form SB-2 with
respect to all of the Registrable Securities (the "Registration"). The Company
agrees to use its commercially reasonable efforts to have the Registration
declared effective as soon as reasonably practicable after such filing and to
keep the Registration continuously effective (i) for a period of two years
following the date on which the Registration is declared effective by the
Commission or (ii) until all Registrable Securities included in the Registration
have been sold by the Selling Stockholders pursuant to the Registration or (iii)
until such Registrable Securities can be publicly offered and sold without
registration under Rule 144(k) or otherwise, whichever is earlier.
(b) Plan of Distribution. Upon effectiveness of the
Registration, the Registrable Securities may be offered by the Selling
Stockholders from time to time in open market transactions (which may include
block transactions), or in private transactions at prices relating to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Registrable Securities to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of Registrable Securities for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealer acting in connection with the sale of the
Registrable Securities offered under the Registration may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions or commissions received by them, which are not expected
to exceed those customary in the types of transactions involved, or any profit
on resales of the Registrable Securities by them, may be deemed to be
underwriting commissions or discounts under the Securities Act.
3. Registration Procedures.
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(a) The Company will use its commercially reasonable efforts
to cause the Registration to become effective as quickly as practicable, and, in
connection therewith, the Company will as expeditiously as possible:
(i) notify the Selling Stockholders at any time when
a prospectus relating to the Registrable Securities is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits to state any fact required to be stated therein and
file promptly an appropriate supplement or amendment to such prospectus
correcting any material misstatement or omission;
(ii) prepare and file with the Commission a
registration statement with respect to such Registrable Securities and prepare
and file with the Commission such amendments and post-effective amendments to
the registration statement as may be necessary to keep the Registration
effective for two years to complete the proposed distribution; cause the
prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply fully with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such registration statement or supplement to the prospectus;
(iii) advise the Selling Stockholders promptly and,
if requested by any Selling Stockholder, confirm such advice in writing, (A)
when the prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to the registration statement or any
post-effective amendment thereto, when the same has become effective, (B) of any
request by the Commission for amendments to the registration statement or
amendments or supplements to the prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of the Registrable Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the registration statement, the prospectus, any
amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
the registration statement or the prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the registration statement or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Registrable
Securities under state securities or blue sky laws, the Company shall use its
reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;
(iv) furnish to the Selling Stockholders before
filing with the Commission, copies of the registration statement or any
prospectus included therein or any amendments or supplements to any such
registration statement or prospectus (including all documents incorporated by
reference after the initial filing of such registration statement) and consult
with the Selling Stockholders prior to the filing of such registration statement
or prospectus;
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(v) if requested by any Selling Stockholder,
incorporate in the registration statement or prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
Selling Stockholder may reasonably request to have included therein, with
respect to the number of Registrable Securities being sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering and make all required filings of such
prospectus supplement or post-effective amendment as soon as practicable after
the Company is notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment;
(vi) furnish to each Selling Stockholder without
charge at least one copy of the registration statement as first filed with the
Commission and of each amendment thereto, including all documents and all
exhibits incorporated therein by reference.
(vii) deliver to each Selling Stockholder without
charge as many copies of the prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as the Selling Stockholder reasonably
may request. The Company hereby consents to the use of the prospectus and any
amendment or supplement thereto by the Selling Stockholders, in connection with
the offering and the sale of the Registrable Securities covered by the
prospectus or any amendment or supplement thereto;
(viii) register or qualify the Registrable
Securities, prior to any public offering of Registrable Securities, under the
securities or blue sky laws of such jurisdictions as each Selling Stockholder
may reasonably request and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the registration statement; provided, however,
that the Company shall not be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the registration statement, in any
jurisdiction where it is not now so subject;
(ix) cooperate with the Selling Stockholders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the Selling Stockholders or any underwriter may reasonably request
prior to any sale of Registrable Securities;
(x) cause the Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Selling Stockholders to
consummate the disposition of the Registrable Securities;
(xi) enter into such customary agreements (including
an underwriting agreement in customary form) in order to expedite or facilitate
the disposition of such Registrable Securities by the Selling Stockholders;
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(xii) make available for inspection by the Selling
Stockholders, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
the Selling Stockholders or underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration statement;
provided that records which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in the registration
statement or (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction; provided, further, each
Selling Stockholder agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
and to prevent disclosure of the Records deemed confidential; and
(xiii) use its reasonable efforts to take all other
steps necessary to effect the registration of the Registrable Securities
contemplated hereby.
(b) Each Selling Stockholder agrees to furnish to the Company
such information regarding the Selling Stockholder and the distribution of such
Registrable Securities as requested by the Company and such other information as
the Company may from time to time reasonably request, and each Selling
Stockholder shall promptly advise the Company in writing of any material changes
in the information so supplied by the Selling Stockholder.
(c) Each Selling Stockholder agrees that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(a)(i) hereof, the Selling Stockholder will forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until the Selling Stockholder's receipt of
the copies of the supplemented or amended prospectus contemplated by Section
3(a)(i) hereof and, if so directed by the Company, the Selling Stockholder will
deliver to the Company all copies, other than permanent file copies then in the
Selling Stockholder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event the
Company shall give any such notice, the Company shall extend the period during
which such registration statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 3(a)(i) hereof to and including
the date when the Selling Stockholder shall have been sent the copies of the
supplemented or amended prospectus contemplated by Section 3(a)(i) hereof.
(d) The Selling Stockholders agree that they will comply with
the applicable provisions of the Exchange Act and the rules and regulations
promulgated thereunder in connection with the disposition of the Registrable
Securities covered by the registration statement, including, as applicable, the
timely filing of reports with the Commission as required under Sections 13 and
16 of the Exchange Act (Schedule 13D, Form 3, Form 4, etc.).
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4. Expenses. All expenses incident to the Company's performance of, or
compliance with, this Agreement (except for the fees and expenses of counsel to
the Selling Stockholders and special experts retained by the Selling
Stockholders in connection with the registration of the Registrable Securities
and underwriting discounts and commissions and brokerage fees attributable to
the sale of Registrable Securities) including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
"blue sky" laws (including fees and disbursements of registrations or exemptions
of the Registrable Securities); the fees and expenses associated with any filing
with the National Association of Securities Dealers, Inc.; messenger and
delivery expenses (other than expenses of deliveries from the Selling
Stockholders to the Company); fees and expenses of counsel for the Company and
its independent certified public accountants (including the expenses of any
special audit or "cold comfort" letters required by or incident to such
performance); and the fees and expenses of any special experts retained by the
Company in connection with such registration (all such expenses being herein
called "Registration Expenses"), shall be borne by the Company.
5. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless the
Selling Stockholders from and against any and all losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus (or any amendment or supplement thereto), or arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages, liabilities or
expenses arise out of; or are based upon, any untrue statement or omission or
alleged untrue statement or omission which has been made therein or omitted
therefrom in reliance upon and in conformity with the information relating to
the Selling Stockholders furnished in writing to the Company by each Selling
Stockholder expressly for use in connection therewith.
(b) If any action, suit or proceeding shall be brought against
a Selling Stockholder in respect of which indemnity may be sought against the
Company, the Selling Stockholder shall promptly notify the parties against whom
indemnification is being sought (collectively the "Indemnifying Parties" and
each an "Indemnifying Party"), and such Indemnifying Parties shall assume the
defense thereof, including the employment of counsel and payment of all fees and
expenses; provided, however, that failure to so notify an Indemnifying Party
shall not relieve such Indemnifying Party from any liability unless and to the
extent it is prejudiced as a result of such failure. The Selling Stockholder
shall have the right to employ separate counsel in any such action, suit or
proceeding and to participate in the defense thereof; but the fees and expenses
of such counsel shall be at the expense of the Selling Stockholder unless (i)
the Indemnifying Parties have agreed in writing to pay such fees and expenses,
(ii) the Indemnifying Parties have failed to assume the defense and employ
counsel, or (iii) the named parties to any such action, suit or proceeding
(including any impleaded parties) include the Selling Stockholder and the
Selling Stockholder shall have been advised in writing by its counsel that
representation of such indemnified party and any Indemnifying Party by the same
counsel would be inappropriate under applicable standards of professional
conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which
case the Indemnifying Party shall not have the right to assume the defense of
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such action, suit or proceeding on behalf of the Selling Stockholder). It is
understood, however, that the Indemnifying Parties shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Selling Stockholder not having actual or potential
differing interests with the remaining Selling Stockholders or among themselves,
which firm shall be designated in writing by the Selling Stockholders, and that
all such fees and expenses shall be reimbursed as they are incurred. The
Indemnifying Parties shall not be liable for any settlement of any such action,
suit or proceeding effected without their written consent, but if settled with
such written consent, or if there be a final judgment for the plaintiff in any
such action, suit or proceeding, the Indemnifying Parties agree to indemnify and
hold harmless the Selling Stockholders, to the extent provided in paragraph (a)
hereof, from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.
(c) The Selling Stockholders, severally and not jointly,
agrees to indemnify and hold harmless the Company, and its directors and
officers, and any Person who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the indemnity from the Company to the Selling Stockholders set forth in
paragraph (a) hereof, but only with respect to information relating to the
Selling Stockholders furnished in writing by or on behalf of the Selling
Stockholder expressly for use in the registration statement or prospectus;
provided, however that the Selling Stockholder shall not be liable for any
claims hereunder in an amount in excess of the net proceeds received by the
Selling Stockholder from the sale of the Registrable Securities pursuant to the
registration statement. If any action, suit or proceeding shall be brought
against the Company, any of its directors or officers, or any such controlling
Person based on the registration statement or prospectus, and in respect of
which indemnity may be sought against a Selling Stockholder pursuant to this
paragraph (c), the Selling Stockholder shall have the rights and duties given to
the Company by paragraph (b) above (except that if the Company shall have
assumed the defense thereof the Selling Stockholder shall not be required to do
so, but may employ separate counsel therein and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the Selling Stockholder), and the Company, its directors and officers, and any
such controlling Person shall have the rights and duties given to the Selling
Stockholders by paragraph (b) above.
(d) If the indemnification provided for in this Section 5 is
unavailable (except if inapplicable according to its terms) to an indemnified
party under paragraphs (a) or (91 hereof in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then an Indemnifying
Party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Selling Stockholders, on the other hand, from their sale of
Registrable Securities (it being expressly understood and agreed that the
relative benefits received by the Company from the sale of the Registrable
Securities shall be equal to the amount of net proceeds initially received by
the Company from the sale of the Registrable Securities to the Selling
Stockholders), or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
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fault of the Company, on the one hand, and the Selling Stockholders, on the
other hand, in connection with the statements or omissions that resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and that of the Selling Stockholders, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by the
Selling Stockholders, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(e) The Company and the Selling Stockholders agree that it
would not be just and equitable if contribution pursuant to this Section 5 were
determined by a pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities and expenses referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 5, each Selling
Stockholder shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by him in connection with the sale of
the Registrable Securities exceeds the amount of any damages which the Selling
Stockholders has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
(f) The indemnity and contribution agreements contained in
this Section 5, and the representations and warranties of the Company set forth
in this Agreement shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Selling Stockholders
or the Company, its directors or officers or any Person controlling the Company.
A successor to a Selling Stockholder, or to the Company, its directors or
officers or any Person controlling the Company shall be entitled to the benefits
of the indemnity, contribution and reimbursement agreements contained in this
Section 5.
(g) No Indemnifying Party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.
6. Miscellaneous.
(a) Assignment. This Agreement may not be assigned by any of
the parties hereto.
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(b) Entire Agreement. This Agreement, including all exhibits
and other instruments or documents referred to herein or delivered pursuant
hereto which form a part hereof, contains the entire understanding of the
parties hereto in respect of the subject matter contained herein. There are no
representations, warranties, promises, covenants or undertakings other than
those expressly set forth herein or therein. Except for the Registration Rights
Agreement and Escrow Agreement, this Agreement supersedes all prior agreements,
whether written or oral, between the parties with respect to the subject matter
hereof. This Agreement may be amended only by a written agreement duly executed
by the parties hereto. Any condition to a particular party's obligations
hereunder may be waived in writing by such party.
(c) Headings. The headings contained in this Agreement have
been inserted for convenience and reference purposes only and shall not affect
the meaning or interpretation hereof in any manner whatsoever.
(d) Invalidity. If any of the terms, provisions or conditions
contained in this Agreement shall be declared to be invalid or void in any
judicial proceeding, this Agreement shall be honored and enforced to the extent
of its validity, and those provisions not declared invalid shall remain in full
force and effect.
(e) Remedies. In the event of a breach or threatened breach by
either party of its obligations hereunder, each party acknowledges that the
other party will not have an adequate remedy at law and shall be entitled to
such equitable and injunctive relief as may be available to restrain the other
party from any violation of such obligations. Nothing herein shall be construed
as prohibiting either party from pursuing any other remedies available for such
breach or threatened breach, including the recovery of damages.
(f) Disclosure. Any disclosure made in any exhibit hereto
shall be deemed to be disclosure in all other applicable exhibits hereto.
(g) Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be deemed given
when sent, postage paid, by Registered or Certified Mail, Return Receipt
Requested, addressed to each of the parties to the addresses previously
provided.
(h) Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
(i) Counterparts. This Agreement may be executed in
counterparts each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.
(j) Exhibits. All exhibits referred to herein shall be
attached hereto and shall be deemed to be a part hereof.
(k) Jurisdiction and Venue. Each of the parties hereto hereby
consents to the jurisdiction and venue of the courts of the State of Nevada and
the applicable United States District Court in the State of Nevada with respect
to any matter relating to this Agreement and the performance of the parties'
obligations hereunder and each of the parties hereto hereby further consents to
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the personal jurisdiction of such courts. Any action suit or proceeding brought
by or on behalf of either of such parties relating to such matters shall be
commenced, pursued, defended and resolved only in such courts and any
appropriate appellate court having jurisdiction to hear an appeal from any
judgment entered in such courts. The parties hereby agree that service of
process may be made in any manner permitted by the rules of such courts and the
laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BOULDER ACQUISITIONS, INC.
By: /s/ Tai Caihua
-------------------------
Tai Caihua, President
SELLING STOCKHOLDERS:
HALTER FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Its: President
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
/s/ Xxxxx X. Little
----------------------------
Xxxxx X. Little
CHINAMERICA ACQUISITION, LLC
By: /s/
-------------------------
Name:
Its:
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CHINAMERICA FUND, LP
By: /s/
-------------------------
Name:
Its:
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SCHEDULE A
BOULDER ACQUISITIONS, INC.
SELLING STOCKHOLDERS LIST
Name of Selling Stockholder Registrable Securities
---------------------------- ----------------------
Halter Financial Group, Inc. 1,182,823
Xxxx Xxxxx 175,439
Xxxxx X. Little 75,010
Xxxx Xxxxx 167,895
Chinamerica Acquisition, LLC 263,158
Chinamerica Fund, LP 877,193
----------------------
Total 2,741,518
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