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 bankcheck 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
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Xxxxxx Xxxxxxxx President
