EXHIBIT 10.8 THIS WARRANT IS NON-TRANSFERABLE, SUBJECT TO LIMITED EXCEPTIONS. NEITHER THIS WARRANT NOR THE SECURITIES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF...Chilco River Holdings Inc • February 21st, 2006 • Metal mining
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2006 • Chilco River Holdings Inc • Services-amusement & recreation services • California
THIS CONSULTING AGREEMENT (this “Agreement”) dated as of December 29, 2005 is made between Chilco River Holdings, Inc., a Nevada corporation (the “Company”), and Clear Channel Inc. (“Consultant”).
ESCROW AGREEMENTEscrow Agreement • August 9th, 2005 • Chilco River Holdings Inc • Metal mining • California
Collectively, Chilco, the Shareholders, the Principal Shareholders, the Shareholders’ Representative, KUBUK and the Escrow Agent are sometimes hereinafter referred to collectively as the “Parties.”
SUBSCRIPTION AGREEMENT Chilco River Holdings Inc.Subscription Agreement • August 11th, 2005 • Chilco River Holdings Inc • Metal mining
This Subscription Agreement (the “Agreement”) is effective as of July 26, 2005, by and between the undersigned subscriber (“Subscriber”), and Chilco River Holdings Inc., a Nevada corporation (“Company”).
CONTRIBUTION AGREEMENT Chilco River Holdings Inc.Contribution Agreement • August 9th, 2005 • Chilco River Holdings Inc • Metal mining • Nevada
This Contribution Agreement (the “Agreement”) is effective as of July 26, 2005, by and between Gavin Roy (“Shareholder”), and Chilco River Holdings Inc., a Nevada corporation (“Company”).
SHARE EXCHANGE AGREEMENT among Tom Liu, David Liu, Lee Kuen Cheung, Wai Yung Lau, Zheng Liu, Yizhi Zeng, Luisa Wong, Jack Xu, Yong Yang and Guoxiu Yan and KUBUK International, Inc., a California corporation and Chilco River Holdings Inc., a Nevada...Share Exchange Agreement • August 9th, 2005 • Chilco River Holdings Inc • Metal mining • California
This SHARE EXCHANGE AGREEMENT (this “Agreement”) among Chilco River Holdings Inc., a Nevada corporation (“Chilco”); KUBUK International, Inc., a California corporation (the “Company”); Tom Liu, David Liu, Lee Kuen Cheung, Wai Yung Lau, Zheng Liu, Yizhi Zeng, Luisa Wong, Jack Xu, Yong Yang and Guoxiu Yan (“Shareholders”); and Tom Liu as Shareholders Representative (“Shareholders Representative”) is made as of July 15, 2005.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 25th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services • Nevada
This Placement Agent Agreement (“Agreement”) is entered into this 19th day of April, 2007 (the “Effective Date”), by and between CHILCO RIVER HOLDINGS, INC., a Nevada corporation (the “Company”) and CHUNG LIEN INVESTMENT MANAGEMENT LIMITED, a corporation organized under the laws of Hong Kong (the “Agent”). The Company desires to engage the Agent to provide consulting and other services in connection with a proposed financing transaction. The Agent will serve as an agent for the Company on a best efforts basis in connection with the financing transaction on general terms and conditions to be determined. The purpose of this Agreement is to set forth the terms and conditions of the agency relationship between the Company and the Agent.
LOAN AGREEMENT AND PROMISSORY NOTE December 31, 2005Loan Agreement and Promissory Note • March 31st, 2006 • Chilco River Holdings Inc • Services-amusement & recreation services • California
THIS LOAN AGREEMENT AND PROMISSORY NOTE (the “Agreement”) is entered into and effective as of this 31st day of December 2005, by and between Lottery Online U.S.A, Inc., a California corporation (“Lender”) and Chilco River Holdings, Inc., a Nevada corporation (“Borrower”).
AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 12th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services • Nevada
This AMENDMENT TO PLACEMENT AGENT AGREEMENT (this “Amendment”) is entered into as of this 28 day of June, 2007, by and between CHILCO RIVER HOLDINGS, INC., a Nevada corporation (the “Company”) and CHUNG LIEN INVESTMENT MANAGEMENT LIMITED, a corporation organized under the laws of Hong Kong (the “Agent”).
LOAN AGREEMENT AND PROMISSORY NOTE December 31, 2005Loan Agreement and Promissory Note • March 31st, 2006 • Chilco River Holdings Inc • Services-amusement & recreation services • California
THIS LOAN AGREEMENT AND PROMISSORY NOTE (the “Agreement”) is entered into and effective as of this 31st day of December 2005, by and between David Liu (“Lender”), an individual, and Chilco River Holdings, Inc., a Nevada corporation (“Borrower”), with reference to the following:
LICENSE AGREEMENTLicense Agreement • July 12th, 2006 • Chilco River Holdings Inc • Services-amusement & recreation services
THIS LICENSE AGREEMENT (this “Agreement”), made and entered into this __ day of July 2006 (the “Effective Date”), by and between CHILCO RIVER HOLDINGS INC., a Nevada corporation with its principle place of business at 355 Lemon Avenue, Suite C, Walnut, California 91789 (“LICENSEE”), and K.C. TECHNOLOGY, a Hong Kong corporation with its principle place of business at Suite 1111, Hang Lung Center AR, 2-28 Paterson Street, Causeway Bay, Hong Kong (“LICENSOR”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services • Nevada
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from Chilco River Holdings, Inc., a Nevada corporation (the “Corporation”) convertible debentures in the principal amount of the Subscription Price set froth in the Subscription and Subscriber Information below (the “Debentures”) for and in consideration of the Subscription Price to be paid in cash at closing (the “Purchase Price”)(the “Offering”). The Debentures are convertible into shares of Common Stock, $0.001 par value (the “Common Shares”), at the greater of US$0.75 per share or 70% of the 5-day average market trading price of the Common Shares immediately preceding the dated of conversion, subject to certain adjustments (collectively the Debentures and the Common Shares are referred to as the “Securities”). The Debentures will be in substantially the form attached hereto as Exhibit A. The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditio
General Subscription Agreement Securities Issued Without Offering Memorandum Reg S CHILCO RIVER HOLDINGS INC.General Instructions • May 18th, 2005 • Chilco River Holdings Inc • Metal mining
UNIT PURCHASE AGREEMENT FOR CHILCO RIVER HOLDINGS, INC. Offering of up to US$2,000,000 1,333,334 Units Each Unit consists of one share of common stock and one non-transferable share purchase warrant Price per Share US$1.50 Offering Commencement Date...Unit Purchase Agreement • February 21st, 2006 • Chilco River Holdings Inc • Metal mining • California
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
CHILCO RIVER HOLDINGS INC. LOAN EXTENSION AGREEMENT TO PROMISSORY NOTE WITH IFG INVESTMENTS SERVICES INC.Loan Extension Agreement • July 12th, 2007 • Chilco River Holdings Inc • Services-amusement & recreation services
THIS AGREEMENT is by and between __Chilco River Holdings, Inc. , a Nevada Corporation (hereinafter referred to as “Maker”), and IFG investments Services Inc., a Nevis Corporation, located at Suite 4 & 5 Temple bldg. Price William & Main Streets, Charlestown, Nevis Federation of St Kitts & Nevis West Indies, (hereinafter referred to as the “Lender” or the “Holder”), and shall have an effective date as of the date it is fully executed by all of the parties hereto.
