Exhibit 6.2
STOCK SALE AGREEMENT
This STOCK SALE AGREEMENT (the "Agreement"), dated as of
June 12, 1998, is made by and between Xxxxxx Xxxxxxxx, ("Seller")
and Boulder Capital Opportunities III, Inc. ("Buyer").
In consideration of One Hundred Thousand dollars and
no/100ths ($100,000.00) paid herewith, Seller hereby sells to
the Buyer, 100,000 shares (the "Shares") of common stock of
Boulder Capital Opportunities III, Inc. free and clear of liens
and encumbrances.
Further, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and for the purpose of defining
the terms and provisions of this Agreement and the Option hereby
granted, Seller and Buyer hereby agree as follows:
1. Terms of Exercise. The Option granted herein may be
exercised by Buyer in whole or in part at any time or times on or
before 5:00 p.m. as set forth in 2 c). Buyer may exercise the
Option from time to time by delivering to escrow agent the
amounts set forth in 2 below net to Seller for each Share (the
"Exercise Price") for which Buyer is exercising the Option.
Payment shall be made to Seller by bank check or wire transfer.
Upon receipt by Escrow Agent of Buyer's payment, Escrow Agent
shall transfer from the number of Shares so purchased upon the
exercise of the Option.
2. Purchase Schedule Conditions.
a) Shares shall be held by Xxxxxxx X. Xxxxxxx, Escrow
Agent who may transfer the shares purchased upon concurrent
payment of the purchase price to Escrow Agent.
b) Buyer must purchase the shares within the time
period specified below in order to maintain the option in force
and effect. Failure to exercise the purchase in the given time
period shall cause the option to be null and void.
c) 432,500 of the shares of Boulder Capital
Opportunities III, Inc. @ $.14123 per share on or before
December 1, 1998, by delivery of wired funds or cashier's check
to the Escrow Agent, who is hereby then instructed to deliver the
shares to Buyer or assigns.
3. Representations, Warranties and Covenants of Seller.
Seller hereby represents and warrants as follows:
a) None of the representations or warranties made by
Seller contains any untrue statement of material fact, or omits
to state any material fact necessary to make the statements made,
in the light of the circumstances under which they were made, not
misleading.
b) The shares are unencumbered by any lien or claim.
4. Unregistered Securities. The Shares have not been
registered under the Securities Act of 1933, as amended (the
"Act"), however, the Shares may be sold or conveyed only pursuant
to Rule 144.
5. Notices. Any notice pursuant to this Agreement by
Seller or Buyer shall be in writing and shall be deemed to have
been duly given if delivered personally with written receipt
acknowledged or mailed by certified mail five days after mailing,
return receipt requested:
If to Seller:
If to Buyer:
Xxxxxx Xxxxxxxx
Any party hereto may from time to time change the address to
which notices to it are to be delivered or mailed hereunder by
notice in accordance herewith to the other party.
6. This Option is conditional and shall not be exercisable
unless and until Boulder Capital Opportunities III, Inc. has
completed the acquisition of Sonic Jet Performance, LLC.
7. All the covenants and provisions of this Agreement by
or for the benefit of Buyer or Seller shall bind and inure to the
benefit of their respective successors and assigns hereunder.
8. Applicable Law. This Agreement shall be deemed to be a
contract made under the laws of the State of Colorado and for all
purposes shall be construed in accordance with the laws of said
State.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed, all as of the day and year first above
written.
Seller: Buyer:
Boulder Capital Opportunities III, Inc.
/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx President
